UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K  

CuRRENT REPORT
Pursuant to Section 13 or (g) or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2017

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SMART GLOBAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (510) 623-1231

Not Applicable  

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2017, SMART Global Holdings, Inc., a Cayman Islands exempted company, (the “Company”), and four of its principal shareholders (collectively, the “Silver Lake Investors”), entered into an amendment (the “Amendment”) to the Amended and Restated Investors Shareholders Agreement dated as of November 5, 2016, as amended as of May 30, 2017, by and among the Company, the Silver Lake Investors, certain management and employee investors and certain former warrant holders of the Company. The Silver Lake Investors are each affiliated with certain directors of the Company.

The Amendment modifies certain provisions put in place in 2011 applicable to a group of key management investors, including the Company’s President and Chief Executive Officer, its Senior Vice President and Chief Strategy Officer, and its Vice President, Chief Legal and Chief Compliance Officer. The Amendment exempts certain transfers including transfers made to satisfy tax withholding requirements and transfers made in a registered underwritten offering if one or more of the Silver Lake Investors participates. In addition, the Amendment modifies certain trading restrictions as well as the method of calculating transfer caps applicable to the key management investors.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 23, 2017