Pacheco Jack A Form 4 SMART Global / Jack A Pacheco 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^*

Pacheco Jack A

(Last) (First) (Middle)

C/O SMART GLOBAL HOLDINGS, INC.

39870 EUREKA DRIVE

(Street)

NEWARK CA 94560

(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	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, COO, Pres, Mem Solutions

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

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

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

X	Form filed by One Reporting Person
	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	07/20/2023		F(1)		3,136	D	$26	202,375	D
Ordinary Shares	07/20/2023		M		2,500	A	$9.195	204,875	D
Ordinary Shares	07/20/2023		M		5,000	A	$10.78	209,875	D
Ordinary Shares	07/20/2023		S(2)		7,500	D	$25.4803(3)	202,375	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 (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
Employee Stock Option (right to buy)	$9.195	07/20/2023		M			2,500	(4)	03/12/2030	Ordinary Shares	2,500	$0	97,500	D
Employee Stock Option (right to buy)	$10.78	07/20/2023		M			5,000	(5)	01/22/2029	Ordinary Shares	5,000	$0	65,000	D

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.

2. The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on January 13, 2023.

3. This transaction was executed in multiple trades at prices ranging from $25.24 to $25.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. The option vested and became exercisable as to 25% on March 12, 2021, and the remaining shares vest monthly and become exercisable over three years beginning March 12, 2021.

5. The option vested and became exercisable as to 25% on January 1, 2020, and the remaining shares vested and became exercisable over three years beginning January 1, 2020.

	/s/ Anne Kuykendall as attorney-in-fact for Jack A. Pacheco	07/24/2023
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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