ICHOR HOLDINGS, LTD. — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICHOR HOLDINGS, LTD. (ICHR)
CIK: 0001652535
Period of Report: 2016-12-09

Reporting Person: FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. (10% Owner)
Reporting Person: FRANCISCO PARTNERS GP III (CAYMAN), L.P. (10% Owner)
Reporting Person: FRANCISCO PARTNERS III (CAYMAN), L.P. (10% Owner)
Reporting Person: FRANCISCO PARTNERS PARALLEL FUND III (CAYMAN), L.P. (10% Owner)
Reporting Person: ICHOR INVESTMENT HOLDINGS, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	Ordinary shares	C	17222808	—	Acquired	17222808	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Series A Preferred Convertible Shares	$	C	142728221	Disposed		Ordinary Shares (142728221)	Indirect

Footnotes

F1: The Series A Preferred Convertible Shares of the Issuer (the "Preferred Shares") converted into ordinary shares of the Issuer (the "Ordinary Shares") effective on December 9, 2016 on a one-for-one basis. The Issuer completed a 1-for-8.053363 reverse share split effective immediately after the conversion of the Preferred Shares. The amount stated in Table I gives effect to the reverse stock split. Fractional shares resulting from the reverse share split were rounded down to the nearest whole share and paid in cash. The Preferred Shares did not have an expiration date.

F2: Includes (a) 15,765,091 Ordinary Shares directly held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 182,062 Ordinary Shares directly held by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 1,775,655 Ordinary Shares directly held by Ichor Investment Holdings, LLC ("IIH LLC").

F3: Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman III") is the general partner of each of FP III Cayman and FPPF III Cayman and the manager of IIH LLC. Francisco Partners GP III Management (Cayman), Limited ("FP GP III Management") is the general partner of FP GP Cayman III. In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. An investment committee comprised of Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP III Management, share voting and dispositive power with respect to the shares beneficially held by FP GP III Management.

F4: (continued from footnote 3) Each of FP GP III, FP GF III Management and Messrs. Deb, Golob, Geeslin and Perlman expressly disclaims beneficial ownership of any shares, except to the extent of their pecuniary interest.

F5: Includes (a) 126,962,006.38 Preferred Shares directly held by FP III Cayman, (b) 1,466,214.62 Preferred Shares directly held by FPPF III Cayman and (c) 14,300,000.00 Preferred Shares directly held by IIH LLC.