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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rizvi Ken

(Last)

(First)

(Middle)

C/O SMART MODULAR TECHNOLOGIES, INC.

39870 EUREKA DRIVE

(Street)

NEWARK

94560-4809

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART Global Holdings, Inc. [ SGH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2021

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)
Ordinary Shares	02/15/2021		A		49,857⁽¹⁾	A	$0	49,857	D
Ordinary Shares	02/15/2021		A		4,985⁽²⁾	A	$0	54,842	D
Ordinary Shares	02/15/2021		A		4,985⁽³⁾	A	$0	59,827	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)

Explanation of Responses:

1. Represents restricted share units ("RSUs") that will vest as to 25% on 4/20/2022, and the remaining RSUs will thereafter vest in equal quarterly installments over the subsequent three years.

2. Represents a grant of 4,985 RSUs with restrictions generally lapsing and shares vesting in four equal tranches of 25% on April 20, 2022 and each of the first three anniversaries of that date, subject to (x) continued service through each vesting date, and (y) the closing price of an ordinary share of the Issuer, SMART Global Holdings, Inc. ("SMART") equaling or exceeding $70.76 (which is 150% of the closing price of an ordinary share of SMART on the grant date) for at least 60 consecutive trading days at any time during the one-year period preceding (i) that vesting date or (ii) the year preceding any subsequent annual vesting date if the price appreciation performance condition is not met in a prior year.

3. Represents a grant of 4,985 RSUs with restrictions generally lapsing and shares vesting in four equal tranches of 25% on April 20, 2022 and each of the first three anniversaries of that date, subject to (x) continued service through each vesting date, and (y) the closing price of an ordinary share of SMART equaling or exceeding $94.34 (which is 200% of the closing price of an ordinary share of SMART on the grant date) for at least 60 consecutive trading days at any time during the one-year period preceding (i) that vesting date or (ii) the year preceding any subsequent annual vesting date if the price appreciation performance condition is not met in a prior year.

	/s/ Bruce Goldberg as attorney-in-fact for Ken Rizvi	02/17/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.