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)
12/24/2007
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 12/24/2007 M 18,500 A $0.17 151,877(1) D
Common Stock 12/24/2007 S(2) 18,500 D $10.6301(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 12/24/2007 M 18,500 11/17/2007 06/17/2014 Common Stock 18,500 $0.00 1,215,493(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 12/24/2007.
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 (and amended on October 18, 2007).
3. This is an average sale price based on the sale of common stock as follows: 24 shares were sold at $10.550 per share; 280 shares were sold at $10.560 per share; 1,300 shares were sold at $10.570 per share; 300 shares were sold at $10.580 per share; 100 shares were sold at $10.585 per share; 4,476 shares were sold at $10.590 per share; 1,000 shares were sold at $10.595 per share; 2,200 shares were sold at $10.600 per share; 1,300 shares were sold at $10.630 per share; 500 shares were sold at $10.640 per share; 100 shares were sold at $10.645 per share; 254 shares were sold at $10.650 per share; 266 shares were sold at $10.660 per share; 116 shares were sold at $10.670 per share; 100 shares were sold at $10.675 per share; 1,700 shares were sold at $10.680 per share; 3,184 shares were sold at $10.690 per share; 1,100 shares were sold at $10.700 per share; and 200 shares were sold at $10.730 per share.
4. Beneficial ownership of 133,377 shares of common stock reflects the balance of common stock owned after the sale on 12/24/2007 of 18,500 shares acquired by exercise of options on 12/24/2007.
5. Reflects direct beneficial ownership of 487,614 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; 225,000 options to purchase common stock at $7.50 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 12/26/2007
** 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.