Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Share repurchase activity during the three months ended February 26, 2021 was as follows:
+Added: Total Number of
+Added: Ordinary Shares
+Added: Purchased (1)
+Added: Average Price
+Added: Ordinary Share
+Added: Total Number of
+Added: Ordinary Shares Purchased as
+Added: Part of Publicly
+Added: Plans or Programs
+Added: Maximum Number of Ordinary Shares that
+Added: Under the Plans or Programs
+Added: November 28, 2020 – December 27, 2020
+Added: December 28, 2020 – January 27, 2021
+Added: January 28, 2021 – February 26, 2021
+Added: (1) On January 7, 2021, the Company agreed to repurchase an aggregate of 1,100,000 of its ordinary shares, $0.03 par value per share, from Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P.
+Added: and Silver Lake Technology Investors Sumeru Cayman, L.P.
+Added: (collectively, “Silver Lake”) at a purchase price of $40.30 per share (the “Purchase Price”), for aggregate consideration of approximately $44.3 million, in a privately negotiated transaction (the “Repurchases”).
+Added: The Purchase Price represented a discount to the $41.38 closing price of the Company’s ordinary shares on the Nasdaq Global Select Market on January 7, 2021 of 2.61%.
+Added: The Company used available cash to finance these Repurchases.
+Added: The Repurchases were approved by a committee of the Board of Directors of the Company composed solely of independent directors that are not affiliated with Silver Lake.
+Added: The Repurchases closed on January 15, 2021.
Defaults Upon Senior Securities
2 unchanged sentences
Exhibit Title
−Removed: Asset Purchase Agreement dated October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc.
−Removed: and CreeLED, Inc.
−Removed: (formerly known as Chili Acquisition, Inc.)
−Removed: Lease Agreement dated October 8, 2020, between SMART Modular Technologies, Inc.
−Removed: and Regency Tasman Holdings, LLC (incorporated by reference to Exhibit 10.14 of the Registrant’s Current Report on Form 10-K filed with the SEC on October 22, 2020).
Second Amendment to Lease, dated as of December 3, 2020, between SMART Modular Technologies, Inc.
2 unchanged sentences
as the agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 29, 2020).
+Added: SMART Global Holdings, Inc.
+Added: 2021 Inducement Plan (effective as of February 15, 2021) (incorporated by reference to Exhibit 99.1 of SMART’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2021, Commission File No.
+Added: Form of Restricted Share Unit Award Agreement Under the SMART Global Holdings, Inc.
+Added: 2021 Inducement Plan.
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
4 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
−Removed: Portions of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K.
−Removed: The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Filed herewith.
Furnished herewith.
+Added: *** Incorporated by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SMART GLOBAL HOLDINGS, INC.
−Removed: January 5, 2021
+Added: April 6, 2021
/s/ MARK ADAMS
1 unchanged sentence
(Principal Executive Officer and Director)
−Removed: January 5, 2021
−Removed: /s/ JACK PACHECO
−Removed: Executive Vice President and Chief Financial Officer
+Added: April 6, 2021
+Added: /s/ KEN RIZVI
+Added: Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.