Sec Form 4 Filing - SHAH AJAY @ SMART Global Holdings, Inc. - 2019-07-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SHAH AJAY 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) President and CEO (Last) (First) (Middle) C/O SILVER LAKE,, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/09/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ordinary Shares 07/09/2019 A 176,612 ( 1 ) A 313,794 D ( 2 ) Ordinary Shares 6,138,094 I Held through Silver Lake Partners III Cayman (AIV III), L.P. ( 3 ) ( 5 ) ( 10 ) ( 11 ) Ordinary Shares 33,077 I Held through Silver Lake Technology Investors III Cayman, L.P ( 4 ) ( 5 ) ( 10 ) ( 11 ) Ordinary Shares 3,048,465 I Held through Silver Lake Sumeru Fund Cayman, L.P. ( 6 ) ( 8 ) ( 10 ) ( 11 ) Ordinary Shares 37,119 I Held through Silver Lake Technology Investors Sumeru Cayman, L.P. ( 7 ) ( 8 ) ( 10 ) ( 11 ) Ordinary Shares 188,950 I See footnotes ( 9 ) ( 11 )

Table II - Derivative Securities Acquired, Di sposed 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAH AJAY C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X President and CEO Signatures AJAY SHAH By: /s/ Ajay Shah 07/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the acquisition by SMART Global Holdings, Inc. (the "Issuer") of Inforce Computing, Inc. ("Inforce Computing") on July 9, 2019, pursuant to an Agreement and Plan of Merger, dated July 9, 2019 (the "Merger Agreement"), Mr. Shah became entitled to receive 176,612 Ordinary Shares of the Issuer in respect of his approximate 28% ownership interest in Inforce Computing, 150,074 Ordinary Shares of which were issued to Mr. Shah at the closing of the acquisition and an additional 26,538 Ordinary Shares ("Holdback Shares") of which may be issued to Mr. Shah on the date that is one year following the closing of the acquisition, which Holdback Shares were retained by the Issuer as security for post-closing purchase price adjustments and the indemnification obligations of certain shareholders of Inforce Computing under the Merger Agreement. ( 2 )These securities are held by Mr. Shah directly. ( 3 )These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman"). ( 4 )These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman"). ( 5 )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. ( 6 )These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman"). ( 7 )These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman"). ( 8 )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."). ( 9 )These securities are held through trusts for the benefit of Mr. Shah and his family. ( 10 )Mr. Shah serves as Chairman of the Board, President and Chief Executive Officer 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 (the "Exchange Act") 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.

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