Penguin Solutions, Inc. — Director's Dealing 2021

Oct 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2021-10-26

Reporting Person: SHAH AJAY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Ordinary Shares	S	43183	$51.0336	Disposed	304330	Indirect
2021-10-27	Ordinary Shares	S	46588	$51.0154	Disposed	257742	Indirect
2021-10-28	Ordinary Shares	S	10229	$53.0533	Disposed	247513	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	54908	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.00 to $51.37, inclusive. The reporting person undertakes to provide to SMART Global Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.00 to $51.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: These securities are held through trusts and other entities for the benefit of Mr. Shah and his family. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.