SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHAH AJAY B (Last) (First) (Middle) 4800 GREAT AMERICA PARKWAY SUITE 400 (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SMART Modular Technologies (WWH), Inc. [ SMOD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/08/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/08/2009		J(3)		1,000,000	D	$0.00	1,256,345	I(1)	See footnotes.
Common Stock	10/08/2009		J(4)		10,000	A	$0.00	17,200	I(2)	See footnotes.
Common Stock	10/08/2009		J(5)		430,000	D	$0.00	314,086	I(6)	See footnotes.
Common Stock	10/08/2009		J(7)		277,350	A	$0.00	277,350	I(8)	See footnotes.
Common Stock	10/08/2009		J(9)		150,500	A	$0.00	150,500	I(10)	See footnotes.
Common Stock	10/08/2009		J(11)		17,200	D	$0.00	0	I(12)	See footnotes.
Common Stock	10/08/2009		J(13)		7,236	A	$0.00	7,236	I(14)	See footnotes.
Common Stock	10/08/2009		J(15)		3,364	A	$0.00	280,714	I(8)	See footnotes.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held by Shah Capital Partners, L.P. Shah Management Partners, L.L.C., the general partner of Shah Capital Partners, L.P., Shah Management LLC, the managing member of Shah Management Partners, L.L.C., and Ajay Shah, the manager of Shah Management, LLC may be deemed to have voting and dispositive power over the shares held by Shah Capital Partners, L.P. Such persons and entities disclaim beneficial ownership of shares held by Shah Capital Partners, L.P. except to the extent of any pecuniary interest therein.

2. These shares are held by Shah Management Partners, L.L.C. Shah Management LLC, the managing member of Shah Management Partners, L.L.C., and Ajay Shah, the manager of Shah Management, LLC may be deemed to have voting and dispositive power over the shares held by Shah Management Partners, L.L.C. Such persons and entities disclaim beneficial ownership of shares held by Shah Management Partners, L.L.C. except to the extent of any pecuniary interest therein.

3. Distributed pro rata to the partners of Shah Capital Partners, L.P. without additional consideration pursuant to the partnership agreement of Shah Capital Partners, L.P.

4. Received by Shah Management Partners, L.L.C. as a pro rata distribution without additional consideration pursuant to the partnership agreement of Shah Capital Partners, L.P.

5. Distributed pro rata to the partners of Krishan Shah Fund, L.P. without additional consideration pursuant to the partnership agreement of Krishan Shah Fund, L.P.

6. These shares are held by Krishnan Shah Fund, L.P. Shah Management, LLC, the general partner of Krishnan Shah Fund, L.P., Shah Management LLC, and Ajay Shah, the manager of Shah Management, LLC may be deemed to have voting and dispositive power over the shares held by Krishnan Shah Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by Krishnan Shah Fund, L.P. except to the extent of any pecuniary interest therein.

7. Received by Krishnan-Shah Family Partners, L.P. as a pro rata distribution without additional consideration pursuant to the partnership agreement of Krishnan Shah Fund, L.P.

8. These shares are held by Krishnan-Shah Family Partners, L.P. Ajay Shah, a general partner of Krishnan-Shah Family Partners, L.P., may be deemed to have voting and dispositive power over the shares held by Krishnan-Shah Family Partners, L.P. Ajay Shah disclaims beneficial ownership of shares held by Krishnan-Shah Family Partners, L.P. except to the extent of any pecuniary interest therein.

9. Received by Ajay B. Shah and Lata K. Shah Trust UAD 5/28/96 as a pro rata distribution without additional consideration pursuant to the partnership agreement of Krishnan Shah Fund, L.P.

10. These shares are held by Shah Family Trust. Ajay Shah, a trustee of Ajay B. Shah and Lata K. Shah Trust UAD 5/28/96, may be deemed to have voting and dispositive power over the shares held by Ajay B. Shah and Lata K. Shah Trust UAD 5/28/96. Ajay Shah disclaims beneficial ownership of shares held by Ajay B. Shah and Lata K. Shah Trust UAD 5/28/96 except to the extent of any pecuniary interest therein.

11. Distributed pro rata to the members of Shah Management Partners, L.L.C. without additional consideration pursuant to the limited liability company agreement of Shah Management Partners, L.L.C.

12. Following the distribution referred to in footnote 15, Shah Management Partners, L.L.C. holds no shares of the issuer.

13. Received by Shah Management, LLC as a pro rata distribution without additional consideration pursuant to the limited liability company agreement of Shah Management Partners, L.L.C.

14. These shares are held by Shah Management, LLC. Ajay Shah, the manager of Shah Management, LLC may be deemed to have voting and dispositive power over the shares held by Shah Management, LLC. Ajay Shah disclaims beneficial ownership of shares held by Shah Management, LLC except to the extent of any pecuniary interest therein.

15. Received by Krishnan-Shah Family Partners, L.P. as a pro rata distribution without additional consideration pursuant to the limited liability company agreement of Shah Management Partners, L.L.C.

	Ajay Shah	10/13/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.