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
4211 STARBOARD DRIVE

(Street)
FREMONT CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2007
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)
Code V Amount (A) or (D) Price
Common Stock 08/22/2007 M 18,500 A $0.17 151,877(1) D
Common Stock 08/22/2007 S(2) 18,500 D $11.7624(3) 133,377(4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $0.17 08/22/2007 M 18,500 09/17/2006 06/17/2014 Common Stock 18,500 $0.00 1,027,493(5) D(5)
Explanation of Responses:
1. Reflects beneficial ownership of 151,877 shares of common stock, upon the exercise of options but before sale of 18,500 shares of common stock on 08/22/2007.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 13, 2006.
3. This is an average sale price based on the sale of common stock as follows: 130 shares were sold at $11.69 per share; 400 shares were sold at $11.70 per share; 2,245 shares were sold at $11.72 per share; 1,935 shares were sold at $11.73 per share; 2,561 shares were sold at $11.74 per share; 2,492 shares were sold at $11.75 per share; 300 shares were sold at $11.76 per share; 603 shares were sold at $11.77 per share; 2,763 shares were sold at $11.78 per share; 1,941 shares were sold at $11.79 per share; 1,100 shares were sold at $11.80 per share; 530 shares were sold at $11.81 per share; 400 shares were sold at $11.82 per share; and 1,100 shares were sold at $11.84 per share.
4. Beneficial ownership of 133,377 shares of common stock reflects the balance of common stock owned after the sale on 08/22/2007 of 18,500 shares acquired by exercise of options on 08/22/2007.
5. Reflects direct beneficial ownership of 524,614 options to purchase common stock at $0.17 per share; 244,332 options to purchase common stock at $2.09 per share; 150,000 options to purchase common stock at $9.97 per share; and indirect beneficial ownership (held in family trusts or by reporting person's wife) of 108,547 options to purchase common stock at $0.17 per share, of which reporting person disclaims ownership of 60,000 options.
Remarks:
/s/ Iain MacKenzie, *Ann Nguyen, Attorney in Fact 08/22/2007
** 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).
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.