Fabrinet — Director's Dealing 2013

Mar 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fabrinet (FN)
CIK: 0001408710
Period of Report: 2013-03-20

Reporting Person: HSU TA LIN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Ordinary Shares	J	2801	—	Disposed	3700	Direct
2012-03-15	Ordinary Shares	D	5810	—	Disposed	3700	Direct
2012-08-24	Ordinary Shares	J	3700	—	Disposed	0	Direct
2013-03-20	Ordinary Shares	S	2900000	$13.405	Disposed	6257063	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	36501	Indirect

Footnotes

F1: Represents 2,801 ordinary shares which were transferred from the reporting person to H&Q Asia Pacific, Ltd. ("HQAP") of which entity the reporting person serves as chairman.

F2: Represents 5,810 restricted stock units awarded to the reporting person on December 12, 2011 as partial compensation for serving on the issuer's board of directors, which had not vested as of March 15, 2012 and were forfeit upon termination of the reporting person's service as a director on such date.

F3: Represents 3,700 ordinary shares which were transferred from the reporting person to HQAP.

F4: On March 20, 2013, pursuant to an underwriting agreement entered into on March 14, 2013 (amended on March 20, 2013), among Fabrinet, certain selling shareholders and the underwriters named therein, Asia Pacific Growth Fund III, L.P. ("APGF III") sold 2,900,000 ordinary shares.

F5: Represents public offering price of $14.00 per ordinary share less the underwriting discounts and commissions of $0.595 per ordinary share.

F6: The reporting person is a member of the investment committee of Asia Pacific Associates III, Ltd., which is the general partner of APGF III. These securities may be deemed directly beneficially owned by APGF III and indirectly beneficially owned by Asia Pacific Associates III, Ltd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F7: Includes an aggregate of 6,501 ordinary shares transferred to HQAP from reporting person as noted above. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.