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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SMART Global Holdings, Inc. [ SGH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 04/03/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 04/03/2018 | S | 1,326,186 | D | $45.2 | 6,138,094 | I | Held through Silver Lake Partners III Cayman (AIV III), L.P(1)(3)(7)(8) | ||
Ordinary Shares | 04/03/2018 | S | 7,147 | D | $45.2 | 33,077 | I | Held through Silver Lake Technology Investors III Cayman, L.P.(2)(3)(7)(8) | ||
Ordinary Shares | 04/03/2018 | S | 658,647 | D | $45.2 | 3,048,465 | I | Held through Silver Lake Sumeru Fund Cayman, L.P.(4)(6)(7)(8) | ||
Ordinary Shares | 04/03/2018 | S | 8,020 | D | $45.2 | 37,119 | I | Held through Silver Lake Technology Investors Sumeru Cayman, L.P.(5)(6)(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 (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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman"). |
2. These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman"). |
3. 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. |
4. These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman"). |
5. These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman"). |
6. 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."). |
7. Messrs. Kenneth Hao, Ajay Shah and Paul Mercadante each serves as a director of the Issuer, and Mr. Shah serves as Co-Chief Executive Officer 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. |
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. 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. | 04/05/2018 | |
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. | 04/05/2018 | |
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. | 04/05/2018 | |
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. | 04/05/2018 | |
KENNETH HAO By: /s/ Kenneth Hao | 04/05/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |