Item 8.01 Other Events.

On October 30, 2009, Dr. Chong Sup Park, a member of the Board of Directors of SMART Modular Technologies (WWH), Inc. (the "Company"), modified his existing Rule 10b5-1 trading plan ("Plan") with a broker to sell ordinary shares of the Company that would be acquired upon the exercise of stock options.

The existing Plan was modified to permit the sales of ordinary shares from January 18, 2010 to January 18, 2011 and to increase the maximum sales of ordinary shares from 24,000 to 36,000. Dr. Park modified his Plan as a continuing part of his personal long-term investment strategy for asset diversification and liquidity. He will have no further control over the timing of the sales of ordinary shares under his Plan, which specifies the number of ordinary shares that may be sold each month at a pre-determined price. None of the sales subject to the modification will occur prior to January 18, 2010, or at a price lower than $4. The Plan will terminate upon the earlier of the sale of a maximum of 36,000 ordinary shares or January 18, 2011. Sales under the Plan, which will be executed as same-day sales, will be reported through appropriate filings with the Securities and Exchange Commission.

The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. Rule 10b5-1 allows a corporate insider to establish pre-arranged written stock trading plans at a time when the insider is not aware of material, non-public information. Subsequent receipt by the insider of material, non-public information will not prevent pre-arranged transactions under the Rule 10b5-1 plan from being executed.

The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted, modified, or terminated by any of the Company's directors or officers from time to time.

---

Top of the Form