Sec Form 4 Filing - Silver Lake (Offshore) AIV GP III, Ltd. @ SMART Global Holdings, Inc. - 2021-07-26

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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 *
Silver Lake (Offshore) AIV GP III, Ltd.
2. Issuer Name and Ticker or Trading Symbol
SMART Global Holdings, Inc. [ SGH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 07/26/2021 J( 1 ) 1,526,909 D 0 I Held through Silver Lake Partners III Cayman (AIV III), L.P. ( 2 ) ( 6 ) ( 8 )
Ordinary Shares 07/26/2021 J 758,335 D 0 I Held through Silver Lake Sumeru Fund Cayman, L.P. ( 3 ) ( 7 ) ( 8 )
Ordinary Shares 8,229 I Held through Silver Lake Technology Investors III Cayman, L.P. ( 4 ) ( 6 ) ( 8 )
Ordinary Shares 9,233 I Technology Investors Sumeru Cayman, L.P. ( 5 ) ( 7 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed 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
Silver Lake (Offshore) AIV GP III, Ltd.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates III Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Partners III Cayman (AIV III), L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Investors III Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLTA Sumeru (GP) Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates Sumeru Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Sumeru Fund Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Investors Sumeru Cayman, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader,, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P., general partner of Silver Lake Partners III Cayman (AIV III), L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P., general partner of Silver Lake Technology Investors III Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., general partner of SLTA Sumeru (GP) Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., general partner of SLTA Sumeru (GP) Cayman, L.P., general partner of Silver Lake Technology Associates Sumeru Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., GP of SLTA Sumeru (GP) Cayman, L.P., GP of Silver Lake Technology Associates Sumeru Cayman, L.P., GP of Silver Lake Sumeru Fund Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., GP of SLTA Sumeru (GP) Cayman, L.P., GP of Silver Lake Technology Associates Sumeru Cayman, L.P., GP of Silver Lake Technology Investors Sumeru Cayman, L.P. 07/26/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )These securities were directly held by SLP III Cayman.
( 3 )These securities were directly held by SLS Cayman.
( 4 )These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").
( 5 )These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").
( 6 )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.
( 7 )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.")
( 8 )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.

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