Penguin Solutions, Inc. — Director's Dealing 2019

Jul 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2019-07-09

Reporting Person: PATEL MUKESH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-09	Ordinary Shares	A	176612	—	Acquired	176612	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	15585	Direct

Footnotes

F1: Includes Restricted Stock Units.

F2: In connection with the acquisition by SMART Global Holdings, Inc. (the "Issuer") of Inforce Computing, Inc. ("Inforce Computing") on July 9, 2019, pursuant to an Agreement and Plan of Merger, dated July 9, 2019 (the "Merger Agreement"), Mr. Patel became entitled to receive 176,612 Ordinary Shares of the Issuer in respect of his approximate 28% ownership interest in Inforce Computing, 150,074 Ordinary Shares of which were issued to Mr. Patel at the closing of the acquisition and an additional 26,538 Ordinary Shares ("Holdback Shares") which may be issued to Mr. Patel on the date that is one year following the closing of the Inforce Acquisition, which Holdback Shares were retained by the Issuer as security for post-closing purchase price adjustments and the indemnification obligations of the shareholders of Inforce Computing under the Merger Agreement.