| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGH | Ordinary Shares | Sale | -$100M | -1.99M | -56.45% | $50.50 | 1.53M | Jul 13, 2021 | Held through Silver Lake Partners III Cayman (AIV III), L.P. | F1, F3, F5, F9, F12 |
| transaction | SGH | Ordinary Shares | Other | $0 | -6.02K | -0.39% | $0.00 | 1.53M | Jul 13, 2021 | Held through Silver Lake Partners III Cayman (AIV III), L.P. | F2, F3, F5, F9, F12 |
| transaction | SGH | Ordinary Shares | Sale | -$542K | -10.7K | -56.62% | $50.50 | 8.23K | Jul 13, 2021 | Held through Silver Lake Technology Investors III Cayman, L.P. | F1, F4, F5, F9, F12 |
| transaction | SGH | Ordinary Shares | Sale | -$50M | -990K | -56.62% | $50.50 | 758K | Jul 13, 2021 | Held through Silver Lake Sumeru Fund Cayman, L.P. | F1, F6, F8, F9, F12 |
| transaction | SGH | Ordinary Shares | Sale | -$609K | -12.1K | -56.63% | $50.50 | 9.23K | Jul 13, 2021 | Technology Investors Sumeru Cayman, L.P. | F1, F7, F8, F9, F12 |
| holding | SGH | Ordinary Shares | 406K | Jul 13, 2021 | See footnotes | F10, F12 | |||||
| holding | SGH | Ordinary Shares | 66.5K | Jul 13, 2021 | Direct | F11 |
| Id | Content |
|---|---|
| F1 | This amount represents a public offering price of $51.00 per share of Ordinary Shares, par value $0.03 per share (the "Ordinary Shares"), of SMART Global Holdings, Inc. (the "Issuer"), less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. |
| F2 | 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 certain of its affiliates to certain direct and indirect equityholders. |
| F3 | These securities are directly held by SLP III Cayman. |
| F4 | These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman"). |
| F5 | 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. |
| F6 | These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman"). |
| F7 | These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman"). |
| F8 | 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.") |
| F9 | Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
| F10 | These securities are held through trusts and investment vehicles for the benefit of Mr. Shah and his family. |
| F11 | Represents restricted stock units held by Mr. Shah directly. |
| F12 | 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. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.