SEC FORM 4

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

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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

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART Global Holdings, Inc. [ SGH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/20/2021		F⁽¹⁾		3,078	D	$41.28	80,047	D⁽²⁾
Ordinary Shares	01/20/2021		G⁽¹⁾		5,234	D	$0.00	74,813	D⁽²⁾
Ordinary Shares	01/20/2021		G⁽¹⁾		5,234	A	$0.00	542,185	I	See footnotes⁽³⁾⁽¹¹⁾
Ordinary Shares								4,752,228	I	Held through Silver Lake Partners III Cayman (AIV III), L.P.⁽⁴⁾⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								25,610	I	Held through Silver Lake Technology Investors III Cayman, L.P.⁽⁵⁾⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								2,360,179	I	Held through Silver Lake Sumeru Fund Cayman, L.P.⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								28,738	I	Held through Silver Lake Technology Investors Sumeru Cayman, L.P.⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects shares withheld from delivery by SMART Global Holdings, Inc. (the "Issuer") in connection with the satisfaction of tax withholding obligations upon vesting of a portion of the restricted stock units granted to Mr. Shah in May 2019. No shares were sold by Mr. Shah. The shares delivered upon vesting were transferred by Mr. Shah to a trust for the benefit of Mr. Shah and his family.

2. These securities are held by Mr. Shah directly.

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

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

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

6. 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.

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

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

9. 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.").

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

11. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that Mr. Shah is the beneficial owner of any equity securities in excess of his pecuniary interest, and Mr. Shah disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Ajay Shah	01/22/2021
	** 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).
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