SEC FORM 4

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^*

PATEL MUKESH

(Last)

(First)

(Middle)

C/O: SMART MODULAR TECHNOLOGIES

39870 EUREKA DRIVE

(Street)

NEWARK

94560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART Modular Technologies (WWH), Inc. [ SMOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	08/26/2011		D		284,287⁽²⁾	D	$9.25⁽²⁾	0	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	08/26/2011		D		164,106⁽²⁾	D	$9.25⁽²⁾	0	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	08/26/2011		D		23,109⁽²⁾	D	$9.25⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽⁴⁾	$0.00	08/26/2011		D			5,494	08/26/2011⁽⁴⁾	08/26/2011	Common Stock⁽¹⁾	5,494⁽⁴⁾	⁽⁴⁾	0	D

Explanation of Responses:

1. Also referred to as ordinary shares.

2. Pursuant to the Agreement and Plan of Merger, dated as of April 26, 2011 (the "Merger Agreement"), by and amond SMART Modular Technologies (WWH), Inc. (the "Company"), Saleen Holdings, Inc. ("Parent") and Saleen Acquisition, Inc., all ordinary shares were cancelled in exchange for the right to receive an amount per share in cash of $9.25. Pursuant to an agreement with Parent, the reporting person agreed to rollover ordinary shares into Parent shares based on such value of $9.25 per share.

3. Represents shares of Common Stock held indirectly through trusts or partnershpis over which the reporting person may be deemed to exercise voting or dipsositive power.

4. Represents Restricted Stock Units (RSUs) that immediately prior to the merger were accelerated and canceled in exchange for the right to receive an amount in cash equal to (i) the number of shares subject to such RSUs multiplied by (ii) $9.25, pursuant to the Merger Agreement.

Remarks:

	/s/ Trevor A. Dutcher, attorney-in-fact for Mukesh Patel	09/01/2011
	** 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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