Silver Lake (Offshore) AIV GP III, Ltd. - Jul 26, 2021 Form 4 Insider Report for SMART Global Holdings, Inc. (SGH)

Role
10%+ Owner
Signature
By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd.
Stock symbol
SGH
Transactions as of
Jul 26, 2021
Transactions value $
$0
Form type
4
Date filed
7/26/2021, 05:39 PM
Previous filing
Jul 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGH Ordinary Shares Other -1.53M -100% 0 Jul 26, 2021 Held through Silver Lake Partners III Cayman (AIV III), L.P. F1, F2, F6, F8
transaction SGH Ordinary Shares Other -758K -100% 0 Jul 26, 2021 Held through Silver Lake Sumeru Fund Cayman, L.P. F1, F3, F7, F8
holding SGH Ordinary Shares 8.23K Jul 26, 2021 Held through Silver Lake Technology Investors III Cayman, L.P. F4, F6, F8
holding SGH Ordinary Shares 9.23K Jul 26, 2021 Technology Investors Sumeru Cayman, L.P. F5, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Silver Lake (Offshore) AIV GP III, Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents an in-kind distribution of Ordinary Shares of the Issuer by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman") and Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman") and certain of their respective affiliates to certain direct and indirect equityholders.
F2 These securities were directly held by SLP III Cayman.
F3 These securities were directly held by SLS Cayman.
F4 These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").
F5 These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru 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 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.")
F8 This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.