-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxV183+9Tf/Smqss6ZjW2aGStTOIFWGqkYCJLVIJhpkvG58eze43mVcl2VDoaZlI PsF6nk5ffGYQQykLDUgAIg== 0000950005-10-000075.txt : 20100216 0000950005-10-000075.hdr.sgml : 20100215 20100212183210 ACCESSION NUMBER: 0000950005-10-000075 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: HARSHA PATEL GROUP MEMBERS: MUKESH PATEL GROUP MEMBERS: PATEL FAMILY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMART Modular Technologies (WWH), Inc. CENTRAL INDEX KEY: 0001326973 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 202509518 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0829 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81651 FILM NUMBER: 10601688 BUSINESS ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-623-1231 MAIL ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PATEL MUKESH CENTRAL INDEX KEY: 0001008034 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: INVATI CAPITAL LLC STREET 2: 1731 TECHNOLOGY DRIVE, STE. 595 CITY: SAN JOSE STATE: CA ZIP: 95110 SC 13G/A 1 e10040_sc13ga.htm SCHEDULE 13G/A Converted by EDGARwiz


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________


SCHEDULE 13G/A

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)


SMART Modular Technologies (WWH), Inc.

(Name of Issuer)

Ordinary Shares, $0.00016667 Par Value

(Title of Class of Securities)

G82245 10 4

(CUSIP Number)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)


_______________________________


*  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 the disclosures provided in a prior cover page.


The information required in 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 (“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).


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 control number.



Page 1 of 12




CUSIP No. G82245 10 4

13G/A

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Mukesh Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

o

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER


0(1)

6

SHARED VOTING POWER

504,516

7

SOLE DISPOSITIVE POWER

0(1)

8

SHARED DISPOSITIVE POWER

504,516

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


504,516(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


0.8%(2)

12

TYPE OF REPORTING PERSON


IN


(1)    Does not include 12,712 time-based restricted share units (“RSUs”) held by Mukesh Patel.  Subject to continued service as a director, the RSUs shall vest on July 28, 2010.


(2)      Based on a total of 62,133,479 Shares outstanding as of January 4, 2010, as reported on the Issuer’s Form 10-Q filed January 6, 2010.



Page 2 of 12




CUSIP No. G82245 10 4

13G/A

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Harsha Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

o

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER


0

6

SHARED VOTING POWER

504,516

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

504,516

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


504,516

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


0.8%(3)

12

TYPE OF REPORTING PERSON


IN


(3)      Based on a total of 62,133,479 Shares outstanding as of January 4, 2010, as reported on the Issuer’s Form 10-Q filed January 6, 2010.



Page 3 of 12





CUSIP No. G82245 10 4

13G/A

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Patel Family Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

o

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


State of California, U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER


0

6

SHARED VOTING POWER

404,287

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

404,287

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


404,287

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


0.7%(4)

12

TYPE OF REPORTING PERSON


PN


(4)      Based on a total of 62,133,479 Shares outstanding as of January 4, 2010, as reported on the Issuer’s Form 10-Q filed January 6, 2010.



Page 4 of 12






Item 1(a).

Name of Issuer:

SMART Modular Technologies (WWH), Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

4211 Starboard Drive, Fremont, CA 94538

Item 2(a).

Name of Person Filing:

Mukesh Patel, a United States citizen (“Mukesh”)

Harsha Patel, a United States citizen (“Harsha”)

Patel Family Partners, L.P., a California limited partnership (“PFP”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of each of Mukesh, Harsha and PFP is:

8624 White Oak Court

Pleasanton, CA 94588

Item 2(c).

Citizenship:

The citizenship of each of Mukesh, Harsha and PFP is:

United States of America

Item 2(d).

Title of Class of Securities:

Ordinary Shares, par value $0.00016667

Item 2(e).

CUSIP Number:

G82245 10 4

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

o

Investment company registered under Section 8 of the Investment Company Act;

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);



Page 5 of 12






(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

Item 4.

Ownership. (5)

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

(a)

Amount beneficially owned:  See Item 9 of each of the cover pages.

(b)

Percent of class:  See Item 11 of each of the cover pages.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:  See Item 5 of each of the cover pages.

(ii)

Shared power to vote or to direct the vote:  See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or to direct the disposition of:  See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or to direct the disposition of:  See Item 8 of each of the cover pages.


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


n/a





____________________________


(5)

PFP and The Patel Revocable Trust (“Trust”) are the record and beneficial owners of the securities of SMART Modular Technologies (WWH), Inc. reported hereby.  Mukesh and Harsha are the general partners of PFP.  In their capacity as a general partner of PFP, each of Mukesh and Harsha may pursuant to Rule 13d-3 of the Exchange Act of 1934, as amended, be deemed the beneficial owner of securities held by PFP.  Mukesh and Harsha are trustees of Trust.  In their capacity as a trustee of Trust, each of Mukesh and Harsha may pursuant to Rule 13d-3 of the Exchange Act of 1934, as amended, be deemed the beneficial owner of securities held by Trust.



Page 6 of 12






Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.


n/a


Item 8.

Identification and Classification of Members of the Group.


n/a


Item 9.

Notice of Dissolution of Group.


See Exhibit 2 hereto.


Item 10.

Certifications.


(a)

n/a


(b)

n/a







Page 7 of 12





SIGNATURE


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

February 12, 2010

(Date)

MUKESH PATEL

 /s/ Mukesh Patel

(Signature)





Page 8 of 12






SIGNATURE


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

February 12, 2010

(Date)

HARSHA PATEL

 /s/ Harsha Patel

(Signature)





Page 9 of 12






SIGNATURE


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

February 12, 2010

(Date)

PATEL FAMILY PARTNERS, L.P.

By: /s/ Mukesh Patel

(Signature)

              Mukesh Patel, General Partner

(Name/Title)




Page 10 of 12





Exhibit Index


Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934.*


Exhibit 2

Notice of Dissolution of Group









_________________________

*  Incorporated herein by reference to the Joint Filing Statement, dated as of February 12, 2009, previously filed with the Commission with the Schedule 13G/A filed on February 13, 2009 (SEC File No. 005-81651) by Mukesh, Harsha and PFP.





Page 11 of 12








Exhibit 2

Notice of Dissolution of Group



This notice of dissolution of group is being filed pursuant to Item 9 of Schedule 13G under the Securities Exchange Act of 1934, as amended.


Because of a shareholders’ agreement dated April 16, 2007 (the “Shareholders’ Agreement”) among PFP and affiliates of Texas Pacific Group, Francisco Partners, L.P., Shah Capital Partners, L.P. and WestRiver Capital, LLC (collectively, the “Shareholders”), beneficial ownership for all ordinary shares, par value $0.00016667 of Smart Modular Technologies (WWH), Inc. (the “Issuer”), held by the Shareholders has historically been ascribed to each Shareholder, as the Shareholders might have been deemed to be a group for the purposes of Rule 13d-3.  The Shareholders’ Agreement, however, was terminated on September 11, 2009 and, as a result, Mukesh, Harsha and PFP should not be deemed to be a group with the other Shareholders.  Each of Mukesh, Harsha and PFP understand that all further filings with respect to transactions in the shares of the Issuer will be fil ed, if required, by the Shareholder required to file in such Shareholder's individual capacity.




Page 12 of 12



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