X0206 3 2017-05-23 0 0001616533 SMART Global Holdings, Inc. SGH 0001487793 Silver Lake (Offshore) AIV GP III, Ltd. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001623274 Silver Lake Technology Associates III Cayman, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001487788 Silver Lake Partners III Cayman (AIV III), L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001487789 Silver Lake Technology Investors III Cayman, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001181728 DAVIDSON JAMES C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001415357 Hao Kenneth C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Ordinary Shares 8458920 I Held through Silver Lake Partners III Cayman (AIV III), L.P. Ordinary Shares 45584 I Held through Silver Lake Technology Investors III Cayman, L.P. Ordinary Shares 4201097 I Held through Silver Lake Sumeru Fund Cayman, L.P. Ordinary Shares 51154 I Held through Silver Lake Technology Investors Sumeru Cayman, L.P. These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman"). These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman"). 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. These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman"). These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman"). 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."). Messrs. Kenneth Hao, James Davidson, Ajay Shah and Paul Mercadante each serves as a director of the Issuer, and also each serves as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and each may be deemed to beneficially own any securities beneficially owned by SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. but each disclaims beneficial ownership of such securities, except to the extent of his respective pecuniary interest therein. 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. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. As required, this Form 3 reports all direct and indirect holdings of the Reporting Persons, including the indirect holdings through SLS Cayman and SLTI Sumeru Cayman, which are not included as Reporting Persons on this Form 3 because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system. SL Sumeru Offshore Ltd., SLTA Sumeru GP Cayman, SLTA Sumeru Cayman, SLS Cayman, SLTI Sumeru Cayman and Messrs. Shah and Mercadante have filed a separate Form 3, which reports ownership of the same securities reported on this Form 3. By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd. 2017-05-23 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P. 2017-05-23 By: /s/ Karen M. King, 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. 2017-05-23 By: /s/ Karen M. King, 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. 2017-05-23 JAMES DAVIDSON By: /s/ James Davidson 2017-05-23 KENNETH HAO By: /s/ Kenneth Hao 2017-05-23