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
39870 EUREKA DR.

(Street)
NEWARK CA 94560

(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)
05/26/2010
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 05/26/2010 M 19,000(1) A $0.17 301,038(2) I Trust
Common Stock 05/26/2010 S 19,000(3) D $6 282,038(4) I Trust
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 05/26/2010 M 19,000(1) 06/17/2008 06/16/2014 Common Stock 19,000 $0.00 1,401,904(5)(6) D
Explanation of Responses:
1. Includes 9,500 options held by a family trust created by the reporting person and 9,500 options held by a family trust created by the reporting person's wife. The option exercises reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person and the reporting person's wife on March 31, 2010. The reporting person disclaims beneficial ownership of such options and the underlying shares except to the extent of any pecuniary interests therein.
2. Includes 9,500 shares of common stock held by a family trust created by the reporting person and 9,500 shares of common stock held by a family trust created by the reporting person's wife; both amounts resulting from the exercise of options by such trusts on 5/26/10 but before the sale of 19,000 shares of common stock on 05/26/10 by the trusts. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interests therein. Also includes direct beneficial ownership of 148,661 time- and performance-based restricted share units ("RSUs"), and 133,377 shares of common stock.
3. Includes 9,500 shares held by a family trust created by the reporting person and 9,500 shares held by a family trust created by the reporting person's wife. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interests therein. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person and the reporting person's wife on March 31, 2010.
4. Reflects direct beneficial ownership of 148,661 time- and performance-based RSUs, and 133,377 shares of common stock after the sale of 19,000 shares of common stock by the family trusts on 05/26/10.
5. Includes direct beneficial ownership of 478,938 options to purchase common stock at $0.17 per share; 55,993 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; 225,000 options to purchase common stock at $2.84 per share; and 168,750 options to purchase common stock at $5.20 per share. Also includes 47,723 options to purchase common stock at $0.17 per share held in a family trust created by the reporting person. The reporting person disclaims beneficial ownership of such 47,723 options and the underlying shares except to the extent of any pecuniary interests therein.
6. Also includes 50,500 options to purchase common stock at $0.17 per share, of which 2,777 are held by the reporting person's wife and 47,723 are held by a family trust created by the reporting person's wife. The reporting person disclaims beneficial ownership of such 50,500 options and the underlying shares except to the extent of any pecuniary interests therein.
Remarks:
/s/ Bruce Goldberg, Attorney-in-Fact 05/28/2010
** 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.