X0306 4 2020-09-29 0 0001616533 SMART Global Holdings, Inc. SGH 0001008036 SHAH AJAY C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 1 0 0 Executive Chairman Ordinary Shares 2020-09-29 4 A 0 90000 0.00 A 387071 D Ordinary Shares 370989 I See footnotes Ordinary Shares 6138094 I Held through Silver Lake Partners III Cayman (AIV III), L.P. Ordinary Shares 33077 I Held through Silver Lake Technology Investors III Cayman, L.P Ordinary Shares 3048465 I Held through Silver Lake Sumeru Fund Cayman, L.P. Ordinary Shares 37119 I Held through Silver Lake Technology Investors Sumeru Cayman, L.P. Represents a determination by the Board of Directors of SMART Global Holdings, Inc. (the "Issuer") that the performance conditions applicable to a previous award of 90,000 shares of performance stock have been met. The 90,000 ordinary shares remain subject to time-based vesting conditions, and will vest over a period of approximately 2.5 years, with 34% of the shares vesting on April 20, 2021 and the remaining portion vesting thereafter in equal installments on October 20, 2021, April 20, 2022, October 20, 2022 and April 20, 2023, subject to Mr. Shah's continued service with the Issuer. These securities are held by Mr. Shah directly. These securities are held through trusts for the benefit of Mr. Shah and his family. 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."). Mr. Shah serves as Executive Chairman of the Board of the Issuer, and as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and 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 disclaims beneficial ownership of such securities, except to the extent of his 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, or otherwise, that Mr. Shah is the beneficial owner of any equity securities in excess of his pecuniary interest, and Mr. Shah disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. /s/ Ajay Shah 2020-10-01