James Davidson Form 4 SMART Global / JAMES DAVIDSON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Silver Lake (Offshore) AIV GP III, Ltd.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/04/2017		S		1,989,280	D	$32.1(1)	7,464,280	I	Held through Silver Lake Partners III Cayman (AIV III), L.P(2)(4)(8)(9)
Ordinary Shares	12/04/2017		S		10,720	D	$32.1(1)	40,224	I	Held through Silver Lake Technology Investors III Cayman, L.P.(3)(4)(8)(9)
Ordinary Shares	12/04/2017		S		987,970	D	$32.1(1)	3,707,112	I	Held through Silver Lake Sumeru Fund Cayman, L.P.(5)(7)(8)(9)
Ordinary Shares	12/04/2017		S		12,030	D	$32.1(1)	45,139	I	Held through Silver Lake Technology Investors Sumeru Cayman, L.P.(6)(7)(8)(9)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Silver Lake (Offshore) AIV GP III, Ltd.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates III Cayman, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners III Cayman (AIV III), L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors III Cayman, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAVIDSON JAMES

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hao Kenneth

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents a public offering price of $33.50 per share of Ordinary Shares, par value $0.03 per share, of SMART Global Holdings, Inc. (the "Issuer") less an underwriting discount of $1.40 per share for shares sold in an underwritten public offering.

2. These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

3. These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

4. 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.

5. These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

6. These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru 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. Messrs. Kenneth Hao, James Davidson, Ajay Shah and Paul Mercadante each serves as a director of the Issuer, and also each serves as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and each 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 each disclaims beneficial ownership of such securities, except to the extent of his respective pecuniary interest therein.

9. 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. As required, this Form 4 reports all direct and indirect transactions of the Reporting Persons, including the indirect transactions through SLS Cayman and SLTI Sumeru Cayman, which are not included as Reporting Persons on this Form 4 because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system. SL Sumeru Offshore Ltd., SLTA Sumeru GP Cayman, SLTA Sumeru Cayman, SLS Cayman, SLTI Sumeru Cayman and Messrs. Shah and Mercadante have filed a separate Form 4, which reports transactions and ownership of the same securities reported on this Form 4.

	By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd.	12/05/2017
	By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P.	12/05/2017
	By: /s/ Karen M. King, 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.	12/05/2017
	By: /s/ Karen M. King, 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.	12/05/2017
	JAMES DAVIDSON By: /s/ James Davidson	12/05/2017
	KENNETH HAO By: /s/ Kenneth Hao	12/05/2017
	** Signature of Reporting Person	Date
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