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)
04/05/2011

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⁾	04/05/2011		M		9,500⁽²⁾⁽³⁾	A	$0.17	9,500	I	Trust
Common Stock⁽¹⁾	04/05/2011		S		9,500⁽²⁾⁽³⁾	D	$8	0	I	Trust
Common Stock⁽¹⁾	04/05/2011		M		9,500⁽²⁾⁽⁴⁾	A	$0.17	9,500	I	Trust
Common Stock⁽¹⁾	04/05/2011		S		9,500⁽²⁾⁽⁴⁾	D	$8	0	I	Trust
Common Stock⁽¹⁾	04/05/2011		M		50,000⁽²⁾	A	$0.17	332,038	D
Common Stock⁽¹⁾	04/05/2011		S		50,000⁽²⁾	D	$8	282,038⁽⁵⁾⁽⁶⁾	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)
Stock Option (Right to buy)	$0.17	04/05/2011		M			9,500⁽³⁾	06/17/2008	06/16/2014	Common Stock⁽¹⁾	9,500⁽²⁾	$0.00	25,281⁽⁷⁾	I	Trust
Stock Option (Right to buy)	$0.17	04/05/2011		M			9,500⁽⁴⁾	06/17/2008	06/16/2014	Common Stock⁽¹⁾	9,500⁽²⁾	$0.00	25,281⁽⁸⁾	I	Trust
Stock Option (Right to buy)	$0.17	04/05/2011		M			50,000	06/17/2011	06/16/2014	Common Stock⁽¹⁾	50,000⁽²⁾	$0.00	432,380⁽⁷⁾	D

Explanation of Responses:

1. Also referred to as ordinary shares.

2. The option exercises and sales reported in this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on March 31, 2010.

3. Represents securities held by a family trust created by the reporting person for the benefit of his child. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. Represents securities held by a family trust created by the reporting person's 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.

5. Represents 133,377 ordinary shares held and 148,661 time-based and performance based RSUs. The reporting person disclaims beneficial ownership of such options except to the extent of his pecuniary interest therein.

6. A grant of a performance unit in September 2008 was previously voluntarily reported in Table I. These units were forfeited for no value because performance conditions were not met. Therefore, the total number of securities reported as beneficially owned has been decreased by 100,000 shares, which is reflected in this Form 4.

7. Reflects the transfer of 3,442 options from the reporting person's family trust to the reporting person in an exempt transaction.

8. Reflects the transfer of 3,442 options from the family trust set up by the reporting person's wife to the reporting person's wife in an exempt transaction.

Remarks:

	Trevor A. Dutcher, Attorney-in-Fact for Iain MacKenzie	04/07/2011
	** 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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