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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

* 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.

* 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.

* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager
to (a) PWIMF, a Cayman Islands exempted company that is the holder of 977,282 shares of Common Stock of the Company, as reported
on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 125,066 shares of Common Stock of the
Company, as reported on this Schedule 13G; and (ii) Mr. Park, as the sole member and manager of PWAM.

The 1,102,348 shares of Common Stock
held in the aggregate by the PW Funds, which constitutes approximately 5.3% of the shares of Common Stock deemed issued
and outstanding, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI,
and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The foregoing beneficial ownership percentage is
based upon 20,707,277 shares of Common Stock of 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.

SIGNATURE

          After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions
of fact constitute

Federal criminal violations (See 18 U.S.C.
1001)

Exhibit Index

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below
agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares
of common stock, $0.03 par value per share, of Smart Global Holdings, Inc. a Cayman Islands company, and further agree that this
Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this
agreement this 5th day of June, 2017.