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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* TPG ADVISORS III INC (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (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) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 04/14/2010
	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, Par Value $0.00016667	04/14/2010		S		1,525,864	D	$7.94	1,055,086(1)(2)(3)(4)	I	Explanation of Responses(1)(2)(3)(4)

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* TPG ADVISORS III INC (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

Explanation of Responses:

1. David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors III, Inc., a Delaware corporation ("Advisors III" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Gen Par III, L.P., a Delaware limited partnership, which is the general partner of TPG Partners III, L.P., a Delaware limited partnership, which in turn is the managing member of TPG III SM, LLC ("TPG III SM"), which directly holds the Ordinary Shares of SMART Modular Technologies (WWH), Inc. (the "Issuer") reported herein.

2. Messrs. Bonderman and Coulter are also directors, officers and sole shareholders of TPG Advisors IV, Inc., a Delaware corporation ("Advisors IV") and T(3) Advisors II, Inc., a Delaware corporation ("T(3) Advisors II" and, together with Advisors III and Advisors IV, the "Advisors Entities"), each of which is filing a Form 4 with the Securities and Exchange Commission (the "Commission") on the date hereof disclosing that, following the dispositions reported thereon, such entities may be deemed to beneficially own 1,618,590 and 1,336,837 Ordinary Shares of the Issuer, respectively.

3. Because of the relationship of Advisors III with TPG III SM, Advisors III may be deemed to beneficially own the Ordinary Shares of the Issuer directly held by TPG III SM, to the extent of the greater of its direct or indirect pecuniary interests in the profits or capital accounts of TPG III SM. Because of the relationships of Messrs. Bonderman and Coulter with the Advisors Entities, Messrs. Bonderman and Coulter may be deemed to beneficially own 4,010,513 Ordinary Shares of the Issuer, which is the aggregate number of Ordinary Shares reported herein and reported in the Forms 4 filed by each of Advisors IV and T(3) Advisors II on the date hereof, in each case to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the entities directly holding such Ordinary Shares.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned in excess of their respective pecuniary interests.

Remarks:

Remarks: (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated September 1, 2009, previously filed with the Commission as an exhibit to a Form 3 filed on behalf of Mr. Bonderman on December 16, 2009. (7) Clive D. Bode is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated September 1, 2009, previously filed with the Commission as an exhibit to a Form 3 filed on behalf of Mr. Coulter on December 16, 2009.

	/s/ Clive D. Bode(5), Vice President and Secretary	04/16/2010
	/s/ Clive D. Bode(5)(6), on behalf of David Bonderman	04/16/2010
	/s/ Clive D. Bode(5)(7), on behalf of James G. Coulter	04/16/2010
	** Signature of Reporting Person	Date
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