Fabrinet — Director's Dealing 2016

Aug 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fabrinet (FN)
CIK: 0001408710
Period of Report: 2016-08-18

Reporting Person: Mitchell David T. (Director, CEO & Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-18	Ordinary Shares	A	128211	$0.00	Acquired	725533	Direct
2016-08-18	Ordinary Shares	A	61758	$0.00	Acquired	787291	Direct
2016-08-18	Ordinary Shares	M	75000	$16.83	Acquired	615715	Indirect
2016-08-18	Ordinary Shares	S	75000	$39.946	Disposed	540715	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-18	Stock Option (right to buy)	$16.83	M	75000	Disposed	2017-10-13	Ordinary Shares (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	75680	Indirect
Ordinary Shares	75680	Indirect
Ordinary Shares	75681	Indirect

Footnotes

F1: Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest in four (4) equal annual installments on August 18 in 2017, 2018, 2019 and 2020, provided that the Reporting Person is a service provider on each such vesting date.

F2: Each share is represented by an RSU. The RSUs will vest in three (3) equal annual installments on August 18 in 2017, 2018 and 2019, provided that the Reporting Person is a service provider on each such vesting date.

F3: Exercised shares issued to trust.

F4: Shares are held by the David T. Mitchell Separate Property Trust, of which the Reporting Person is the sole trustee.

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2016.

F6: This sale price represents the weighted average sale price of the shares sold ranging from $39.54 to $40.145 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F7: Shares are held in trusts for the benefit of each of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F8: The shares subject to the option are fully vested and exercisable.