13G Filing: Park West Asset Management and Smart Global Holdings Inc (SGH)

* Beneficial
ownership percentage is based upon 20,707,277 shares
of common stock, $0.03 par value per share (“Common Stock”), of SMART Global Holdings, Inc., a Cayman Islands company
(the “Company”), issued and outstanding immediately after the consummation of the Company’s initial public offering,
as reported by the Company in its Prospectus (File No. 333-217539) filed with the Securities and Exchange Commission on May 25,
2017 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. Park West Asset Management LLC (“PWAM”)
is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”),
and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF,
the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”)
is the sole member and manager of PWAM. As of May 24, 2017, PWIMF held 977,282 shares of Common Stock and PWPI held 125,066 shares
of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may
be deemed to beneficially own the 1,102,348 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.3%
of the shares of Common Stock deemed issued and outstanding.