Penguin Solutions, Inc. — Director's Dealing 2021

Jan 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2021-01-07

Reporting Person: SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD. (10% Owner)
Reporting Person: SLTA Sumeru (GP) Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Technology Associates Sumeru Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Sumeru Fund Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Technology Investors Sumeru Cayman, L.P. (10% Owner)
Reporting Person: SHAH AJAY (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-07	Ordinary Shares	S	656463	$40.30	Disposed	5481631	Indirect
2021-01-07	Ordinary Shares	S	729403	$40.30	Disposed	4752228	Indirect
2021-01-07	Ordinary Shares	S	3537	$40.30	Disposed	29540	Indirect
2021-01-07	Ordinary Shares	S	3930	$40.30	Disposed	25610	Indirect
2021-01-07	Ordinary Shares	S	326030	$40.30	Disposed	2722435	Indirect
2021-01-07	Ordinary Shares	S	362256	$40.30	Disposed	2360179	Indirect
2021-01-07	Ordinary Shares	S	3970	$40.30	Disposed	33149	Indirect
2021-01-07	Ordinary Shares	S	4411	$40.30	Disposed	28738	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	83125	Direct
Ordinary Shares	536951	Indirect

Footnotes

F1: These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

F2: These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

F3: 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.

F4: These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

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

F6: 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.").

F7: Messrs. Kenneth Hao and Ajay Shah each serves as a director of the Issuer, and Mr. Shah serves as Executive Chairman of the Board, and also each serves as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and each 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 each disclaims beneficial ownership of such securities, except to the extent of his respective pecuniary interest therein.

F8: Represents restricted stock units held by Mr. Shah directly.

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

F10: 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 the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.