Penguin Solutions, Inc. — Director's Dealing 2021

Jul 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2021-07-27

Reporting Person: SHAH AJAY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-27	Ordinary Shares	S	11647	$45.00	Disposed	410866	Indirect
2021-07-28	Ordinary Shares	S	38353	$45.09	Disposed	372513	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	58188	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 $45.00 to $45.02, inclusive. The reporting persons undertake to provide to SMART Global Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, 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 $45.00 to $45.28, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes ordinary shares of the Issuer received by trusts and other entities for the benefit of Mr. Shah and his family in connection with the previously reported distribution of ordinary shares of the Issuer by Silver Lake Partners III Cayman (AIV III), L.P. and Silver Lake Sumeru Fund Cayman, L.P. and certain of their respective affiliates to certain direct and indirect equityholders.

F4: These securities are held through trusts and other entities for the benefit of Mr. Shah and his family.

F5: These securities are held by Mr. Shah directly.

F6: 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.