Penguin Solutions, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Share repurchase activity during the three months ended February 26, 2021 was as follows: Period Total Number of Ordinary Shares Purchased (1) Average Price Paid per Ordinary Share Total Number of Ordinary Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Ordinary Shares that May Yet Be Purchased Under the Plans or Programs November 28, 2020 – December 27, 2020 — $ — — — December 28, 2020 – January 27, 2021 1,100,000 $ 40.30 — — January 28, 2021 – February 26, 2021 — $ — — — Total 1,100,000 $ 40.30 — — (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. and Silver Lake Technology Investors Sumeru Cayman, L.P. (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”). 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%. The Company used available cash to finance these Repurchases. 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. The Repurchases closed on January 15, 2021. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 51 Item 6. E xhibits Exhibit No. Exhibit Title 10.2* Second Amendment to Lease, dated as of December 3, 2020, between SMART Modular Technologies, Inc. and Thomson Logistics Assets, LLC. 10.3 Loan, Guaranty and Security Agreement dated as of December 23, 2020, among SMART Modular Technologies, Inc., SMART Embedded Computing, Inc., and Penguin Computing, Inc., as borrowers, the financial institutions party thereto as Lenders, and Bank of America, N.A. 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). 10.4*** SMART Global Holdings, Inc. 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. 00-38102). 10.5* Form of Restricted Share Unit Award Agreement Under the SMART Global Holdings, Inc. 2021 Inducement Plan. 31.1* 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. 31.2* Certification of Principal Financial 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. 32.1** Certification of Principal Executive Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Filed herewith. ** Furnished herewith. *** Incorporated by reference. 52 SIGNATURES 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. Date: April 6, 2021 By: /s/ MARK ADAMS Name: Mark Adams Title: President and Chief Executive Officer (Principal Executive Officer and Director) Date: April 6, 2021 By: /s/ KEN RIZVI Name: Ken Rizvi Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 53