Penguin Solutions SC 13D/A SMART Global / Silver Lake ownership change

Penguin Solutions (PENG) SC 13D/ASMART Global / Silver Lake ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

SMART GLOBAL HOLDINGS, INC.

(Name of Issuer)

Ordinary shares, par value $0.03 per share

(Title of Class of Securities)

G8232Y101

(CUSIP Number)

Andrew J. Schader, Esq.

Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, NY 10001

(212) 981-5600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Daniel N. Webb, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

April 26, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Partners III Cayman (AIV III), L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Technology Investors III Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Technology Associates III Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake (Offshore) AIV GP III, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Sumeru Fund Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Technology Investors Sumeru Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Technology Associates Sumeru Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)	See Items 5 and 6.

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. SLTA Sumeru (GP) Cayman, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)	See Items 5 and 6.

CUSIP NO. G8232Y101


1.		Names of Reporting Persons. Silver Lake Sumeru (Offshore) AIV GP, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)	See Items 5 and 6.

Explanatory Note

This Amendment No. 7 (the “Amendment No. 7”), being filed by Silver Lake Partners III Cayman (AIV III), L.P. (“SLP III Cayman”), Silver Lake Technology Investors III Cayman, L.P. (“SLTI III Cayman,” and together with SLP III Cayman, the “SLP III Cayman Entities”), Silver Lake Technology Associates III Cayman, L.P. (“SLTA III Cayman”), Silver Lake (Offshore) AIV GP III, Ltd. (“SL III Offshore Ltd”), Silver Lake Sumeru Fund Cayman, L.P. (“SLS Cayman”), Silver Lake Technology Investors Sumeru Cayman, L.P. (“SLTI Sumeru Cayman,” and together with SLS Cayman, the “SLS Cayman Entities,” and collectively with the SLP III Cayman Entities, the “Silver Lake Investors”), Silver Lake Technology Associates Sumeru Cayman, L.P. (“SLTA Sumeru Cayman”), SLTA Sumeru (GP) Cayman, L.P. (“SLTA Sumeru GP Cayman”), and Silver Lake Sumeru (Offshore) AIV GP, Ltd. (“SL Sumeru Offshore Ltd” and collectively with SLTA III Cayman, SL III Offshore Ltd, the Silver Lake Investors, SLTA Sumeru Cayman and SLTA Sumeru GP Cayman, the “Reporting Persons), amends the Schedule 13D initially filed on June 9, 2017, as amended by Amendment No. 1 on December 4, 2017, Amendment No. 2 on March 16, 2018, Amendment No. 3 on April 5, 2018, Amendment No. 4 filed on July 11, 2019, Amendment No. 5 filed on October 22, 2020 and Amendment No. 6 filed on January 8, 2021 (as so amended, the “Prior 13D”, and as amended by this Amendment No. 7, the “Schedule 13D”), relating to the Ordinary shares, par value $0.03 per share (the “Ordinary Shares”), of SMART Global Holdings, Inc., a Cayman Islands corporation (the “Issuer”). The Items below amend the information disclosed under the corresponding Items of the Prior 13D as described below. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Prior 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Prior 13D.

Item 2.

Identity and Background.

Item 2 of the Prior 13D is hereby amended and supplemented as follows:

The information set forth in Annex A-2 to this Amendment No. 7 is incorporated herein by reference in this amended Item 2.

Item 4.

Purpose of the Transaction.

Item 4 of the Prior 13D is hereby amended and supplemented by inserting the following at the end thereof:

On April 26, 2021, as set forth below, certain of the Reporting Persons sold Ordinary Shares pursuant to a block trade at a price of $50.50 per share, as set forth below.


Reporting Person	Number of Ordinary Shares Sold
Silver Lake Partners III Cayman (AIV III), L.P.		1,232,044
Silver Lake Technology Investors III Cayman, L.P.		6,639
Silver Lake Sumeru Fund Cayman, L.P.		611,891
Silver Lake Technology Investors Sumeru Cayman, L.P.		7,451
Investment vehicles affiliated with Mr. Ajay Shah		141,975
TOTAL		2,000,000

Effective April 20, 2021, Kenneth Hao is no longer a member of the board of directors of the Issuer. Ajay Shah, formerly Executive Chairman of the Issuer, now serves as Chairman of the Board of Directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (b) of the Prior 13D is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 and in the footnotes on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) – (b) By virtue of the relationships and agreements among the Reporting Persons described herein, the Reporting Persons are a group within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 6,051,879 Ordinary Shares of the Issuer, which includes (i) 3,520,184 Ordinary Shares held by SLP III Cayman; (ii) 18,971 Ordinary Shares held by SLTI III Cayman; (iii) 1,748,288 Ordinary Shares held by SLS Cayman; (iv) 21,287 Ordinary Shares held by SLTI Sumeru Cayman and (v) 743,149 Ordinary Shares held by, or beneficially owned by, Mr. Shah and his affiliated investment vehicles, which includes 337,500 Ordinary Shares underlying currently exercisable stock options (see “Sponsor Shareholders Agreement” in Item 6 of the Schedule 13D), representing in the aggregate approximately 25.0% of the issued and outstanding Ordinary Shares of the Issuer.

The beneficial ownership reported herein does not include Ordinary Shares beneficially owned by certain investors in the Issuer over which the Reporting Persons may be deemed to share dispositive power by virtue of the rights and obligations set forth in the Investors Shareholders Agreement described further in Item 6 of the Schedule 13D. The Reporting Persons disclaim beneficial ownership over any such Ordinary Shares.

The percentages of beneficial ownership in this Schedule 13D are based on (i) 23,850,274 Ordinary Shares outstanding as of March 26, 2021 as reflected in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 6, 2021, plus, where applicable, (ii) a number of Ordinary Shares which would be issued upon the exercise by Mr. Shah of his 337,500 currently exercisable stock options.

Information with respect to the beneficial ownership of Ordinary Shares by the directors of SL III Offshore Ltd and SL Sumeru Offshore Ltd is set forth in Annex A-1 of Amendment No. 5 to the Schedule 13D and Annex A-2 of this Amendment No. 7, respectively, and incorporated herein by reference in response to this Item 5.

The beneficial ownership of Ordinary Shares reported herein does not include Ordinary Shares underlying unvested options to purchase Ordinary Shares or unvested restricted stock units not vesting within 60 days held by Mr. Shah as described in Item 6 of Amendment No. 5 to the Schedule 13D.

Item 5(c) of the Prior 13D is hereby amended and restated as follows:

(c) Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Ordinary Shares during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Prior 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 is hereby incorporated by reference into this Item 6.

In addition, Item 6 of the Prior 13D is hereby amended and supplemented by inserting the following to the end thereof:

In connection with the sale on April 26, 2021 of Ordinary Shares by the Silver Lake Investors and vehicles affiliated with Mr. Shah as described in Item 4 above, the Silver Lake Investors and investment vehicles affiliated with Mr. Shah entered into a lock-up agreement (the “April 2021 Lock-Up Agreement”) and agreed with Morgan Stanley & Co. LLC, the purchaser of the Ordinary Shares, subject to certain exceptions, not to (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Ordinary Shares (including, without limitation, Ordinary Shares that may be deemed to be beneficially owned by such persons in accordance with the

rules and regulations of the Securities and Exchange Commission and Ordinary Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Ordinary Shares, whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or any other securities of the Issuer, or (iv) publicly disclose the intention to do any of the foregoing, in each case for a period commencing on the date of the lock-up agreement and ending on the 30th day after the date of the sale, except with the prior written consent of Morgan Stanley & Co. LLC.

The foregoing description of the April 2021 Lock-Up Agreement is qualified in its entirety by reference to the April 2021 Lock-Up Agreement, a form of which is filed as Exhibit I to this Schedule 13D and incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Prior 13D is hereby amended and supplemented as follows:


I.		Form of Lock-Up Letter Agreement

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 28, 2021


Silver Lake Partners III Cayman (AIV III), L.P.
By:	Silver Lake Technology Associates III Cayman, L.P., its general partner

	By:	Silver Lake (Offshore) AIV GP III, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Silver Lake Technology Investors III Cayman, L.P.
By:	Silver Lake Technology Associates III Cayman, L.P., its general partner

	By:	Silver Lake (Offshore) AIV GP III, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Silver Lake Technology Associates III Cayman, L.P.
By:	Silver Lake (Offshore) AIV GP III, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Silver Lake (Offshore) AIV GP III, Ltd.

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director


Silver Lake Sumeru Fund Cayman, L.P.
By:	Silver Lake Technology Associates Sumeru Cayman, L.P., its general partner

	By:	SLTA Sumeru (GP) Cayman, L.P., its general partner

		By:	Silver Lake Sumeru (Offshore) AIV GP, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Silver Lake Technology Investors Sumeru Cayman, L.P.
By:	Silver Lake Technology Associates Sumeru Cayman, L.P., its general partner

	By:	SLTA Sumeru (GP) Cayman, L.P., its general partner

		By:	Silver Lake Sumeru (Offshore) AIV GP, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Silver Lake Technology Associates Sumeru Cayman, L.P.
By:	SLTA Sumeru (GP) Cayman, L.P., its general partner

	By:	Silver Lake Sumeru (Offshore) AIV GP, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

SLTA Sumeru (GP) Cayman, L.P.
By:	Silver Lake Sumeru (Offshore) AIV GP, Ltd., its general partner

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director


Silver Lake Sumeru (Offshore) AIV GP, Ltd.

By:	/s/ Andrew Schader
	Name:	Andrew Schader
	Title:	Director

Annex A-2 to Amendment No. 7

The Annex A-2 of the Prior 13D is hereby amended and supplemented as follows:

The following sets forth the name and principal occupation of each of the directors of Silver Lake Sumeru (Offshore) AIV GP, Ltd. Each of such persons is a citizen of the United States.


Silver Lake Sumeru (Offshore) AIV GP, Ltd.
Name	Business Address	Principal Occupation

John Brennan	Sumeru Equity Partners 2020 Pioneer Court, San Mateo, California 94403	Managing Director of Sumeru Equity Partners

Egon Durban	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Co-CEO and Managing Partner of Silver Lake Group, L.L.C.

Kenneth Hao	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Chairman and Managing Partner of Silver Lake Group, L.L.C.

Karen King	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C.

Paul Mercadante	Sumeru Equity Partners 2020 Pioneer Court, San Mateo, California 94403	Managing Director of Sumeru Equity Partners

Kyle Ryland	Sumeru Equity Partners 2020 Pioneer Court, San Mateo, California 94403	Managing Partner of Sumeru Equity Partners

Andrew Schader	c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001	Managing Director of Silver Lake Group, L.L.C.

Ajay Shah	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Co-Founder and Managing Partner of Silver Lake Management Company Sumeru, L.L.C.

Jason White	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Managing Director and Chief Financial Officer of Silver Lake Group, L.L.C.

Mr. Shah beneficially owns 743,149 Ordinary Shares of the Issuer, or approximately 3.1% of the outstanding Ordinary Shares, which includes (i) 405,649 Ordinary Shares of the Issuer held through trusts and investment vehicles for the benefit of Mr. Shah and his family and (ii) 337,500 shares underlying exercisable options held of record by Mr. Shah. The beneficial ownership described herein does not include an additional 337,500 Ordinary Shares underlying stock

options which are currently unvested and an additional 66,500 Ordinary Shares underlying currently unvested restricted stock units not scheduled to vest within 60 days, each described in Item 6 of Amendment No. 5 to the Schedule 13D.

Mr. Mercadante indirectly beneficially owns 6,639 Ordinary Shares, representing less than 0.1% of the outstanding Ordinary Shares, acquired in connection with the Inforce Acquisition described in the Explanatory Note of Amendment No. 4 to the Schedule 13D. On April 27, 2021, Mr. Mercadante made an open market sale of 15,000 Ordinary Shares at a weighted average price of $50.05 per share. On April 28, 2021, Mr. Mercadante made an open market sale of 22,544 Ordinary Shares at a weighted average price of $47.94 per share.

Other than Messrs. Shah and Mercadante, none of the persons listed above beneficially owns any Ordinary Shares of the Issuer.

Number of
shares
beneficially
owned by
each
reporting
person
with:

Sole Voting Power

0

Shared Voting Power

3,520,184

Sole Dispositive Power

0

Shared Dispositive Power

3,520,184