Penguin Solutions, Inc. — Director's Dealing 2021

Apr 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2021-04-20

Reporting Person: SHAH AJAY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-20	Ordinary Shares	F	2874	$55.33	Disposed	71939	Direct
2021-04-20	Ordinary Shares	G	5439	$0.00	Disposed	66500	Direct
2021-04-20	Ordinary Shares	G	5439	$0.00	Acquired	547624	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4752228	Indirect
Ordinary Shares	25610	Indirect
Ordinary Shares	2360179	Indirect
Ordinary Shares	28738	Indirect

Footnotes

F1: Reflects shares withheld from delivery by SMART Global Holdings, Inc. (the "Issuer") in connection with the satisfaction of tax withholding obligations upon vesting of a portion of the restricted stock units granted to Mr. Shah in May 2019. No shares were sold by Mr. Shah. The shares delivered upon vesting were transferred by Mr. Shah to a trust for the benefit of Mr. Shah and his family.

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

F3: These securities are held through trusts for the benefit of Mr. Shah and his family.

F4: These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

F5: These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

F6: 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.

F7: These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

F8: These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").

F9: 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.").

F10: Mr. Shah serves as Chairman of the Board 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, 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.