Penguin Solutions, Inc. — Director's Dealing 2023

Jun 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2023-06-13

Reporting Person: Pacheco Jack A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-13	Ordinary Shares	M	10000	$9.195	Acquired	215511	Direct
2023-06-13	Ordinary Shares	M	5000	$10.78	Acquired	220511	Direct
2023-06-13	Ordinary Shares	S	15000	$25.0004	Disposed	205511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-13	Employee Stock Option (right to buy)	$9.195	M	10000	Disposed	2030-03-12	Ordinary Shares (10000)	Direct
2023-06-13	Employee Stock Option (right to buy)	$10.78	M	5000	Disposed	2029-01-22	Ordinary Shares (5000)	Direct

Footnotes

F1: The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on January 13, 2023.

F2: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.01. 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.

F3: 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.

F4: The option vested and became exercisable as to 25% on January 1, 2020, and the remaining shares vest monthly and become exercisable over three years beginning January 1, 2020.

F5: 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.