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

Page 6 of 9 – SEC Filing

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.

Item 5.  Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [    ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
Not Applicable.
Item 9.  Notice of Dissolution of Group:
Not Applicable.
Item 10.  Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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