Penguin Solutions, Inc. — Director's Dealing 2019

May 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2019-05-07

Reporting Person: SHAH AJAY (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-07	Ordinary Shares	A	133000	$0.00	Acquired	137182	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	6138094	Indirect
Ordinary Shares	33077	Indirect
Ordinary Shares	3048465	Indirect
Ordinary Shares	37119	Indirect
Ordinary Shares	188950	Indirect

Footnotes

F1: Represents a grant of 133,000 restricted stock units vesting over a period of approximately four years, subject to continued service through each vesting date, with (x) 25% vesting on April 20, 2020 and (y) the remainder vesting in equal quarterly installments (one-sixteenth of the original award) on each of January 20, April 20, July 20 and October 20 of each year through the final vesting date.

F2: These securities are held by Mr. Shah directly.

F3: These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

F4: These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

F5: Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman.

F6: These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

F7: These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").

F8: Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.").

F9: These securities are held through trusts for the benefit of Mr. Shah and his family.

F10: Mr. Shah serves as Chairman of the Board, President and Chief Executive Officer of the Issuer, and as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and may be deemed to beneficially own any securities beneficially owned by SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

F11: This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that Mr. Shah is the beneficial owner of any equity securities in excess of his pecuniary interest, and Mr. Shah disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.