FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MacKenzie Iain 		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)
(Last)          (First)          (Middle)

C/O SMART MODULAR TECHNOLOGIES, INC., 39870 EUREKA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2018
(Street)

NEWARK, CA 94560
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/19/2018     M    98797   (1) A $11.55   423770   D    
Ordinary Shares   11/19/2018     S    90690   D $30.47   (2) 333080   D    
Ordinary Shares   11/19/2018     S    8107   D $31.09   (3) 324973   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Options (right to buy)   $11.55   11/19/2018     M         98797      (4) 5/23/2026   Ordinary Shares   98797   $0   71316   D    

Explanation of Responses:
(1)  The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on 12/27/17 as modified on 04/07/18 and 10/09/18.
(2)  The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $30.01 to $31.00. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(3)  The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $31.01 to $31.46. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(4)  This option became exercisable on May 23, 2017 as to 50% of the award. The remainder became exercisable in equal quarterly installments through May 23, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MacKenzie Iain
C/O SMART MODULAR TECHNOLOGIES, INC.
39870 EUREKA DRIVE
NEWARK, CA 94560 		X



Signatures
/s/ Bruce Goldberg as attorney-in-fact for Iain MacKenzie 11/20/2018
** 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 control number.
SMART Global (NASDAQ:SGH)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more SMART Global Charts.
SMART Global (NASDAQ:SGH)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more SMART Global Charts.