Ajay Shah - Jul 20, 2021 Form 4 Insider Report for SMART Global Holdings, Inc. (SGH)

Role
Director
Signature
/s/ Ajay Shah
Stock symbol
SGH
Transactions as of
Jul 20, 2021
Transactions value $
-$176,025
Form type
4
Date filed
7/22/2021, 07:55 PM
Next filing
Jul 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGH Ordinary Shares Tax liability -$176K -3.66K -5.5% $48.16 62.8K Jul 20, 2021 Direct F1, F2
transaction SGH Ordinary Shares Gift $0 -4.66K -7.41% $0.00 58.2K Jul 20, 2021 Direct F1, F2
transaction SGH Ordinary Shares Gift $0 +4.66K +1.15% $0.00 410K Jul 20, 2021 See footnotes F1, F3, F11
holding SGH Ordinary Shares 1.53M Jul 20, 2021 Held through Silver Lake Partners III Cayman (AIV III), L.P. F4, F6, F10, F11
holding SGH Ordinary Shares 8.23K Jul 20, 2021 Held through Silver Lake Technology Investors III Cayman, L.P F5, F6, F10, F11
holding SGH Ordinary Shares 758K Jul 20, 2021 Held through Silver Lake Sumeru Fund Cayman, L.P. F7, F9, F10, F11
holding SGH Ordinary Shares 9.23K Jul 20, 2021 Held through Silver Lake Technology Investors Sumeru Cayman, L.P. F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 These securities are held by Mr. Shah directly.
F3 These securities are held through trusts for the benefit of Mr. Shah and his family.
F4 These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").
F5 These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").
F6 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.
F7 These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").
F8 These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").
F9 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.").
F10 Mr. Shah serves as 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.
F11 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.