Penguin Solutions, Inc. — Director's Dealing 2023

Jul 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2023-07-20

Reporting Person: Pacheco Jack A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-20	Ordinary Shares	F	3136	$26	Disposed	202375	Direct
2023-07-20	Ordinary Shares	M	2500	$9.195	Acquired	204875	Direct
2023-07-20	Ordinary Shares	M	5000	$10.78	Acquired	209875	Direct
2023-07-20	Ordinary Shares	S	7500	$25.4803	Disposed	202375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-20	Employee Stock Option (right to buy)	$9.195	M	2500	Disposed	2030-03-12	Ordinary Shares (2500)	Direct
2023-07-20	Employee Stock Option (right to buy)	$10.78	M	5000	Disposed	2029-01-22	Ordinary Shares (5000)	Direct

Footnotes

F1: Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.

F2: The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on January 13, 2023.

F3: This transaction was executed in multiple trades at prices ranging from $25.24 to $25.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F4: The option vested and became exercisable as to 25% on March 12, 2021, and the remaining shares vest monthly and become exercisable over three years beginning March 12, 2021.

F5: The option vested and became exercisable as to 25% on January 1, 2020, and the remaining shares vested and became exercisable over three years beginning January 1, 2020.