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^*

Marten Alan

(Last)

(First)

(Middle)

C/O: SMART MODULAR TECHNOLOGIES

4211 STARBOARD DRIVE

(Street)

FREMONT

94538

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & GM - Memory Business Unit

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2007

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	05/29/2007		M		5,000	A	$0.17	222,386⁽¹⁾	D
Common Stock	05/29/2007		S⁽²⁾		5,000	D	$14.1175⁽³⁾	217,386⁽⁴⁾	D
CommonStock	05/29/2007		M		2,000	A	$4.71	219,386⁽⁵⁾	D
Common Stock	05/29/2007		S⁽²⁾		2,000	D	$14.2391⁽⁶⁾	217,386⁽⁷⁾	D
Common Stock	05/29/2007		S⁽²⁾		4,000	D	$14.2067⁽⁸⁾	213,386	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)
Employee Stock Option	$0.17	05/29/2007		M			5,000	08/17/2006	06/17/2014	Common Stock	5,000	$0.00	273,536⁽⁹⁾	D
Employee Stock Option	$4.71	05/29/2007		M			2,000	08/15/2006	09/15/2015	Common Stock	2,000	$0.00	271,536⁽¹⁰⁾	D

Explanation of Responses:

1. Reflects beneficial ownership of 222,386 shares of common stock, upon the exercise of options but before the sale of 5,000 shares of common stock on 05/29/2007.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 27, 2006.

3. This is an average sale price based on the sale of common stock as follows: 100 shares were sold at $14.39 per share; 100 shares were sold at $14.28 per share; 300 shares were sold at $14.27 per share; 100 shares were sold at $14.25 per share; 100 shares were sold at $14.24 per share; 100 shares were sold at $14.23 per share; 100 shares were sold at $14.16 per share; 436 shares were sold at $14.15 per share; 364 shares were sold at $14.14 per share; 795 shares were sold at $14.13 per share; 500 shares were sold at $14.12 per share; 60 shares were sold at $14.07 per share; 200 shares were sold at $14.06 per share; 545 shares were sold at $14.04 per share; 1,000 shares were sold at $14.03 per share; and 200 shares were sold at $14.02 per share.

4. Beneficial ownership of 217,386 shares of common stock reflects the balance of common stock owned after the sale on 05/29/2007 of 5,000 shares acquired by exercise of options on 05/29/2007.

5. Reflects beneficial ownership of 219,386 shares of common stock, upon the exercise of options but before the sale of 2,000 shares of common stock on 05/29/2007.

6. The is an average sale price based on the sale of common stock as follows: 100 shares were sold at $14.39 per share; 100 shares were sold at $14.27 per share; 300 shares were sold at $14.25 per share; 500 shares were sold at $14.24 per share; 525 shares were sold at $14.23 per share; 75 shares were sold at $14.22 per share; 100 shares were sold at $14.21 per share; 200 shares were sold at $14.20 per share; and 100 shares were sold at $14.19 per share.

7. Beneficial ownership of 217,386 shares of common stock reflects the balance of common stock owned after the sale on 05/29/2007 of 2,000 shares acquired by exercise of options on 05/29/2007.

8. This is an average sale price based on the sale of common stock as follows: 100 shares were sold at $14.39 per share; 300 shares were sold at $14.27 per share; 200 shares were sold at $14.25 per share; 100 shares were sold at $14.24 per share; 100 shares were sold at $14.21 per share; 1,500 shares were sold at $14.20 per share; 800 shares were sold at $14.19 per share; 700 shares were sold at $14.18 per share; and 200 shares were sold at $14.17 per share.

9. Beneficial ownership of 150,760 options to purchase common stock at $0.17 per share; 62,776 options to purchase common stock at $4.71 per share; and 60,000 options to purchase common stock at $9.97 per share.

10. Beneficial ownership of 150,760 options to purchase common stock at $0.17 per share; 60,776 options to purchase common stock at $4.71 per share; and 60,000 options to purchase common stock at $9.97 per share.

Remarks:

	/s/ Alan Marten, *Ann Nguyen, Attorney in Fact	05/30/2007
	** 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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