Sec Form 4 Filing - Rizvi Ken @ SMART Global Holdings, Inc. - 2021-02-15

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 Rizvi Ken 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and CFO (Last) (First) (Middle) C/O SMART MODULAR TECHNOLOGIES, INC., 39870 EUREKA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2021 (Street) NEWARK, CA94560-4809 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 02/15/2021 A 49,857 ( 1 ) A $ 0 49,857 D Ordinary Shares 02/15/2021 A 4,985 ( 2 ) A $ 0 54,842 D Ordinary Shares 02/15/2021 A 4,985 ( 3 ) A $ 0 59,827 D

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 Rizvi Ken C/O SMART MODULAR TECHNOLOGIES, INC. 39870 EUREKA DRIVE NEWARK, CA94560-4809 SVP and CFO Signatures /s/ Bruce Goldberg as attorney-in-fact for Ken Rizvi 02/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted share units ("RSUs") that will vest as to 25% on 4/20/2022, and the remaining RSUs will thereafter vest in equal quarterly installments over the subsequent three years. ( 2 )Represents a grant of 4,985 RSUs with restrictions generally lapsing and shares vesting in four equal tranches of 25% on April 20, 2022 and each of the first three anniversaries of that date, subject to (x) continued service through each vesting date, and (y) the closing price of an ordinary share of the Issuer, SMART Global Holdings, Inc. ("SMART") equaling or exceeding $70.76 (which is 150% of the closing price of an ordinary share of SMART on the grant date) for at least 60 consecutive trading days at any time during the one-year period preceding (i) that vesting date or (ii) the year preceding any subsequent annual vesting date if the price appreciation performance condition is not met in a prior year. ( 3 )Represents a grant of 4,985 RSUs with restrictions generally lapsing and shares vesting in four equal tranches of 25% on April 20, 2022 and each of the first three anniversaries of that date, subject to (x) continued service through each vesting date, and (y) the closing price of an ordinary share of SMART equaling or exceeding $94.34 (which is 200% of the closing price of an ordinary share of SMART on the grant date) for at least 60 consecutive trading days at any time during the one-year period preceding (i) that vesting date or (ii) the year preceding any subsequent annual vesting date if the price appreciation performance condition is not met in a prior year.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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