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* Silver Lake (Offshore) AIV GP III, Ltd. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/26/2021
	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	04/26/2021		S		1,232,044	D	$50.5	3,520,184	I	Held through Silver Lake Partners III Cayman (AIV III), L.P.(1)(3)(7)(10)
Ordinary Shares	04/26/2021		S		6,639	D	$50.5	18,971	I	Held through Silver Lake Technology Investors III Cayman, L.P.(2)(3)(7)(10)
Ordinary Shares	04/26/2021		S		611,891	D	$50.5	1,748,288	I	Held through Silver Lake Sumeru Fund Cayman, L.P.(4)(6)(7)(10)
Ordinary Shares	04/26/2021		S		7,451	D	$50.5	21,287	I	Held through Silver Lake Technology Investors Sumeru Cayman, L.P.(5)(6)(7)(10)
Ordinary Shares	04/26/2021		S		141,975	D	$50.5	405,649	I	See footnotes(8)(10)
Ordinary Shares								66,500	D(9)

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* Silver Lake (Offshore) AIV GP III, Ltd. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Technology Associates III Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Partners III Cayman (AIV III), L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Technology Investors III Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SLTA Sumeru (GP) Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Technology Associates Sumeru Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Sumeru Fund Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silver Lake Technology Investors Sumeru Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHAH AJAY (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

2. These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

3. Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman.

4. These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

5. These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").

6. Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.").

7. Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

8. These securities are held through trusts and investment vehicles for the benefit of Mr. Shah and his family.

9. Represents restricted stock units held by Mr. Shah directly.

10. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P., general partner of Silver Lake Partners III Cayman (AIV III), L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P., general partner of Silver Lake Technology Investors III Cayman, L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., general partner of SLTA Sumeru (GP) Cayman, L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., general partner of SLTA Sumeru (GP) Cayman, L.P., general partner of Silver Lake Technology Associates Sumeru Cayman, L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., GP of SLTA Sumeru (GP) Cayman, L.P., GP of Silver Lake Technology Associates Sumeru Cayman, L.P., GP of Silver Lake Sumeru Fund Cayman, L.P.	04/28/2021
	By: /s/ Andrew J. Schader, Director of Silver Lake Sumeru (Offshore) AIV GP, Ltd., GP of SLTA Sumeru (GP) Cayman, L.P., GP of Silver Lake Technology Associates Sumeru Cayman, L.P., GP of Silver Lake Technology Investors Sumeru Cayman, L.P.	04/28/2021
	AJAY SHAH: /s/ Ajay Shah	04/28/2021
	** Signature of Reporting Person	Date
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