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Filing Details

Accession Number:: 0001140361-10-016711
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-04-16 13:00:00
Reporting Period:: 2010-04-14

Filing Date:: 2010-04-16
Accepted Time:: 2010-04-16 12:44:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326973	Smart Modular Technologies (Wwh) Inc.	SMOD	Semiconductors & Related Devices (3674)	202509518

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Capital, L.p. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1099776	G James Coulter	C/O Tpg Capital, L.p. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1107479	Tpg Advisors Iii Inc	C/O Tpg Capital, L.p. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares, Par Value $0.00016667	Disposition	2010-04-14	1,525,864	$7.94	1,055,086	No	4	S	Indirect	Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Explanation of Responses

Footnotes

David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors III, Inc., a Delaware corporation ("Advisors III" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Gen Par III, L.P., a Delaware limited partnership, which is the general partner of TPG Partners III, L.P., a Delaware limited partnership, which in turn is the managing member of TPG III SM, LLC ("TPG III SM"), which directly holds the Ordinary Shares of SMART Modular Technologies (WWH), Inc. (the "Issuer") reported herein.
Messrs. Bonderman and Coulter are also directors, officers and sole shareholders of TPG Advisors IV, Inc., a Delaware corporation ("Advisors IV") and T(3) Advisors II, Inc., a Delaware corporation ("T(3) Advisors II" and, together with Advisors III and Advisors IV, the "Advisors Entities"), each of which is filing a Form 4 with the Securities and Exchange Commission (the "Commission") on the date hereof disclosing that, following the dispositions reported thereon, such entities may be deemed to beneficially own 1,618,590 and 1,336,837 Ordinary Shares of the Issuer, respectively.
Because of the relationship of Advisors III with TPG III SM, Advisors III may be deemed to beneficially own the Ordinary Shares of the Issuer directly held by TPG III SM, to the extent of the greater of its direct or indirect pecuniary interests in the profits or capital accounts of TPG III SM. Because of the relationships of Messrs. Bonderman and Coulter with the Advisors Entities, Messrs. Bonderman and Coulter may be deemed to beneficially own 4,010,513 Ordinary Shares of the Issuer, which is the aggregate number of Ordinary Shares reported herein and reported in the Forms 4 filed by each of Advisors IV and T(3) Advisors II on the date hereof, in each case to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the entities directly holding such Ordinary Shares.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned in excess of their respective pecuniary interests.