SecProbe.io

Mail Stop 3030
March 30, 2017

Via E -mail
Iain MacKenzie
President and Chief Executive Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560

Re: SMART Global Holdings, Inc.
Amendment No. 4 to Draft Registration Statement on Form S -1
Submitted March 3, 2017
  CIK No. 0001616533

Dear Mr. MacKenzie:

We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. Please tell us the objective criteria you used to determine which customers to highlight on
page 1 and  whether you have named all of the customers that satisfy those criteria.  In
this regard, we note that your disclosure in the second full paragraph on page 59 includes
additional customers that are not highlighted here.

Memory continues to be critical to  system performance, page 2

2. We note your market data disclosed here and also on page 80 refers to market growth
from 2015 to 2020.  If available, please update this disclosure to show projected growth
from 2017 to 2020.  We also note that your present mar ket growth data appears to
measure growth in terms of the number of memory units.  If available, please balance this

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 2

 disclosure with projections in terms of revenue growth given the declining average sales
price per unit typically experienced in this marke t.

Increasing memory demand for smartphones in Brazil, page 2

3. We note you continue to disclose that the size of the Brazilian middle class is expected to
increase from 2002 to 2022 based on the same data that you referred to in your prior
amendment in 2 015.  If there are more recent economic forecasts regarding the Brazilian
middle class and its future growth that take into consideration the impact of the events
related to Petrobras that , according to your disclosure , began to unfold in 2014 and
started to have a material impact on the Brazilian currency in 2015, please revise your
disclosure as appropriate.

Flexible operating model, page 4

4. Reconcile your disclosure that you “do not own or operate [y]our own semiconductor
fab” with your disclosure in t he prior paragraph regarding your “advanced manufacturing
capabilities” and your other disclosure throughout your prospectus regarding your
manufacturing facilities and capabilities.

Implications of Being an Emerging Growth Company, page 6

5. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

The Offering, page 7

6. Please clarify if the warrants referred to in the first bullet point in the second to last
paragraph of this section include the First Tranche Warrants that will be net exerc ised for
4,623,449 shares of common stock upon the completion of your offering.

Summary Consolidated Financial Data and Other Information, page 8

7. We note on pages 9 and 10 and 55 and 56 that you present the non -GAAP measure
Adjusted EBITDA and that you e xclude a line entitled “other adjustments” from this
measure.   Please tell us and revise your filing to explain the nature of the “other
adjustments” and why you have excluded them from your non -GAAP measure.

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 3

 Sales to a limited number of customers represent a significant portio n of our net sales . . . ,
page  16

8. We note your disclosure here that Samsung is a key customer and your disclosure on
pages 17 and 21 that Samsung is also competitor and a major supplier.  Please revise your
disclosure to dif ferentiate the types of products you sell to Samsung, those for which
Samsung is your competitor , and the products or materials that Samsung supplies to you.

Use of Proceeds, page 49

9. We note that you intend to use a portion of the proceeds from this of fering to repay
certain indebtedness.  To the extent that any underwriters or affiliates thereof are lenders
of this indebtedness, please revise your disclosure to so indicate.

Comparison of the Three Months Ended November 25, 2016 and November 27, 2015 , page  63;
and Comparison of the Years Ended August 26, 2016 and August 28, 2015 , page  65

10. We note your disclosure that your net sales for the most recent quarter increased
primarily due to higher sales of mobile memory products in Brazil and were also
positively impacted by an increase in the average selling prices of your specialty DRAM
products.  We also note your disclosure that your net sales for the most recent fiscal year
decreased primarily due to lower demand for your DRAM products in Brazil off set in
part by an increase in demand for mobile memory products in Brazil.  When individual
line items disclosed in your statements of operations significantly fluctuate in comparison
to the comparable prior period, management should disclose the nature of  each item that
caused the significant change and quantify the change.  For example, please quantify
each material factor such as price changes and volume changes, separately disclose the
effect on operations attributable to each factor causing the aggrega te change from period
to period in your net sales and disclose the nature of or reason for each factor causing the
aggregate change.  Your disclosures should also discuss any material factors that
impacted your operating results in your markets other than Brazil.  For further guidance,
please refer to Item 303 and the related instructions in Regulation S -K as well as SEC
Interpretive Release No.  34-48960 (December 19, 2003).

Business, page 79

11. We note your disclosure here and on pages 1, 3 , and 57 that yo u are the only company
engaged in packaging and test for mobile memory for smartphones in Brazil.  Please tell
us whether any companies outside Brazil compete with you to provide these services,
notwithstanding the Brazilian government’s incentive programs .   Please also tell us
whether you are aware of any competitors that have demonstrated an intent to provide
these services in Brazil and discuss the extent to which this might impact your business.

Iain MacKenzie
SMART Global Holdings, Inc.
March 30, 2017
Page 4

 Relationships, page 135

12. We note your disclosure that a ffiliates of Barclays Capital Inc. are lenders under the
Senior Secured Credit Agreement.  If Barclays Capital Inc. or its affiliates received any
of the Lender Warrants disclosed on page 72, please expand your disclosure here to so
indicate.

Index to Fin ancial Statements

Note 11. Segment and Geographic Information, page F -40

13. Please revise your filing to disclose your basis for attributing revenues from external
customers to individual countries.   Refer to the guidance in ASC 280 -10-50-41(a).

You may co ntact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Laurie Abbott at (202) 551 -8071 or Tim Buchmiller, Senior
Attorney, at (202) 551 -3635 with any other questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP