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^*

MacKenzie Iain

(Last)

(First)

(Middle)

C/O: SMART MODULAR TECHNOLOGIES

39870 EUREKA DR.

(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
X	Officer (give title below)	Other (specify below)
	President & CEO

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		282,038⁽²⁾⁽³⁾	D	$9.25⁽²⁾⁽³⁾	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 Units	$0	08/26/2011		D			190,500	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	190,500	⁽⁴⁾	0	D
Stock Option	$0.17	08/26/2011		D			382,380	⁽⁶⁾	06/16/2014	Common Stock⁽¹⁾	382,380	⁽⁵⁾	0	D
Stock Option	$2.09	08/26/2011		D			55,993	⁽⁶⁾	08/31/2015	Common Stock⁽¹⁾	55,993	⁽⁵⁾	0	D
Stock Option	$9.97	08/26/2011		D			150,000	⁽⁶⁾	09/25/2016	Common Stock⁽¹⁾	150,000	⁽⁵⁾	0	D
Stock Option	$7.5	08/26/2011		D			225,000	⁽⁷⁾	10/01/2017	Common Stock⁽¹⁾	225,000	⁽⁵⁾	0	D
Stock Option	$2.84	08/26/2011		D			225,000	⁽⁷⁾	09/22/2018	Common Stock⁽¹⁾	225,000	⁽⁵⁾	0	D
Stock Option	$5.2	08/26/2011		D			168,750	⁽⁷⁾	09/28/2019	Common Stock⁽¹⁾	168,750	⁽⁵⁾	0	D
Stock Option	$6.26	08/26/2011		D			204,000	⁽⁷⁾	09/27/2020	Common Stock⁽¹⁾	204,000	⁽⁵⁾	0	D
Stock Option	$0.17	08/26/2011		D			15,781	⁽⁶⁾	06/16/2014	Common Stock⁽¹⁾	15,781	⁽⁵⁾	0	I	See Footnote⁽⁸⁾
Stock Option	$0.17	08/26/2011		D			15,781	⁽⁶⁾	06/16/2014	Common Stock⁽¹⁾	15,781	⁽⁵⁾	0	I	See Footnote⁽⁸⁾

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 among SMART Modular Technologies (WWH), Inc. (the "Company"), Saleen Holdings, Inc. ("Parent") and Saleen Acquisition, Inc., all ordinary shares (of which the reporting person held 133,377) 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 his ordinary shares into Parent shares based on such value of $9.25 per share, as well as the after-tax proceeds from the disposition of certain other securities reported below.

3. The shares reported in this Table I also include restricted stock units (RSUs) that were reported in Table I at the time of grant and were cancelled in exchange for the right to receive an amount per share in cash of $9.25 and performance-based RSUs that were reported in Table I at the time of grant (at the level of 100% of target, compared to a 150% ultimate level of achievement measured at closing), of which (A) a prorata portion was vested based on performance through the closing date and cancelled in exchange for the right to receive an amount per share in cash of $9.25 and (B) a portion was converted into unvested time-based RSUs of Parent.

4. Represents performance-based RSUs (originally reported in Table II at the level of 150% of target) that were treated as follows: (i) to the extent performance was met prior to consummation of the merger, a prorata portion was vested and cancelled in exchange for the right to receive an amount per share in cash equal to $9.25; (ii) a portion was cancelled in exchange for no value; and (iii) a portion was converted into unvested time-based RSUs of Parent.

5. Pursuant to the Merger Agreement, each unvested stock option was assumed by Parent based on the option exchange ratio set forth in the Merger Agreement. Each vested stock option was either (i) cancelled in exchange for the right to receive an amount per share in cash equal to the excess, if any, of $9.25 over the per share exercise price of such option, or (ii) assumed by Parent based on the option exchange ratio set forth in the Merger Agreement.

6. Fully vested.

7. Partially vested, with the option vesting on a monthly basis through four years following the original grant date (which was approximately ten years prior to the original expiration date).

8. Represents securities held by family trusts created by the reporting person and/or his wife for the benefit of their child. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Trevor A. Dutcher, attorney-in-fact	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).
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