SEC FORM 4 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*
Mercadante Paul

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SMART Global Holdings, Inc. [ SGH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2019
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
Ordinary Shares 07/09/2019 A 44,183(1) A (1) 44,183 D(2)
Ordinary Shares 6,138,094 I Held through Silver Lake Partners III Cayman (AIV III), L.P.(3)(5)(9)(10)
Ordinary Shares 33,077 I Held through Silver Lake Technology Investors III Cayman, L.P.(4)(5)(9)(10)
Ordinary Shares 3,048,465 I Held through Silver Lake Sumeru Fund Cayman, L.P.(6)(8)(9)(10)
Ordinary Shares 37,119 I Held through Silver Lake Technology Investors Sumeru Cayman, L.P.(7)(8)(9)(10)
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
Explanation of Responses:
1. In connection with the acquisition by SMART Global Holdings, Inc. (the "Issuer") of Inforce Computing, Inc. ("Inforce Computing") on July 9, 2019, pursuant to an Agreement and Plan of Merger, dated July 9, 2019 (the "Merger Agreement"), Mr. Mercadante became entitled to receive 44,183 Ordinary Shares of the Issuer in respect of his approximate 7% ownership interest in Inforce Computing, 37,544 Ordinary Shares of which were issued to Mr. Mercadante at the closing of the acquisition and an additional 6,639 Ordinary Shares ("Holdback Shares") of which may be issued to Mr. Mercadante on the date that is one year following the closing of the acquisition, which Holdback Shares were retained by the Issuer as security for post-closing purchase price adjustments and the indemnification obligations of certain shareholders of Inforce Computing under the Merger Agreement.
2. These securities are held by Mr. Mercadante directly.
3. These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").
4. These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").
5. 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.
6. These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").
7. These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").
8. 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.").
9. Mr. Mercadante serves as a director 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.
10. 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 Mr. Mercadante is the beneficial owner of any equity securities in excess of his pecuniary interest, and Mr. Mercadante disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
Remarks:
PAUL MERCADANTE: /s/ Paul Mercadante 07/11/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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