Penguin Solutions, Inc. — Director's Dealing 2023

Jul 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2023-07-05

Reporting Person: Adams Mark (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-05	Ordinary Shares	M	343750	$13.495	Acquired	1158795	Direct
2023-07-05	Ordinary Shares	F	256867	$27.06	Disposed	901928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-05	Employee Stock Option (right to buy)	$13.495	M	343750	Disposed	2030-09-28	Ordinary Shares (343750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	19640	Indirect

Footnotes

F1: Reflects ordinary shares acquired by the Reporting Person through the cashless exercise of an option to acquire 343,750 ordinary shares, pursuant to which 256,867 ordinary shares were withheld by the Issuer on the date of exercise to pay the exercise price and tax withholding obligations, resulting in 86,883 ordinary shares being issued to the Reporting Person on a net basis. No shares were sold.

F2: The option will generally vest and become exercisable over a period of four years, subject to continued employment as CEO through each vesting date, with (i) 25% having vested and become exercisable on September 28, 2021 and (ii) the remainder vesting and becoming exercisable in equal monthly installments over the next three years.

F3: On February 1, 2022, the Issuer paid a share dividend of one (1) ordinary share for every one (1) ordinary share owned to shareholders of record as of January 25, 2022. The numbers in this Form 4 have been adjusted for the share dividend, which was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder.