Mark Adams - Jul 5, 2023 Form 4 Insider Report for SMART Global Holdings, Inc. (SGH)

Role
President and CEO, Director
Signature
/s/ Anne Kuykendall as attorney-in-fact for Mark Adams
Stock symbol
SGH
Transactions as of
Jul 5, 2023
Transactions value $
-$2,311,915
Form type
4
Date filed
7/7/2023, 07:02 PM
Previous filing
May 8, 2023
Next filing
Jul 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGH Ordinary Shares Options Exercise $4.64M +344K +42.18% $13.50 1.16M Jul 5, 2023 Direct F1
transaction SGH Ordinary Shares Tax liability -$6.95M -257K -22.17% $27.06 902K Jul 5, 2023 Direct F1
holding SGH Ordinary Shares 19.6K Jul 5, 2023 The Adams Family Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SGH Employee Stock Option (right to buy) Options Exercise $0 -344K -68.75% $0.00 156K Jul 5, 2023 Ordinary Shares 344K $13.50 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects ordinary shares acquired by the Reporting Person through the cashless exercise of an option to acquire 343,750 ordinary shares, pursuant to which 256,867 ordinary shares were withheld by the Issuer on the date of exercise to pay the exercise price and tax withholding obligations, resulting in 86,883 ordinary shares being issued to the Reporting Person on a net basis. No shares were sold.
F2 The option will generally vest and become exercisable over a period of four years, subject to continued employment as CEO through each vesting date, with (i) 25% having vested and become exercisable on September 28, 2021 and (ii) the remainder vesting and becoming exercisable in equal monthly installments over the next three years.
F3 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.