ICHOR HOLDINGS, LTD. — Director's Dealing 2016

Dec 8, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ICHOR HOLDINGS, LTD. (ICHR)
CIK: 0001652535
Period of Report: 2016-12-08

Reporting Person: ROHRS THOMAS M (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	662151	Direct
Ordinary Shares	786867	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to buy)	$1.00	2019-03-12	Ordinary Shares (414932)		Direct
Option (Right to buy)	$1.00	2020-10-25	Ordinary Shares (2766212)		Direct
Option (Right to buy)	$1.85	2020-10-25	Ordinary Shares (414932)		Direct
Option (Right to buy)	$1.00	2021-09-19	Ordinary Shares (1738787)		Direct

Footnotes

F1: Represents (i) 90,106 restricted shares granted on November 15, 2013 pursuant to an award of which 25% vested on June 30, 2014 and the remainder vest ratably on a quarterly basis over a three year period thereafter, (ii) 243,943 restricted shares granted on September 19, 2014, which fully vest in the event of a qualified sale of the Registrant or an initial public offering provided that the Reporting Person's service as an executive officer and director of the Registrant does not terminate on or prior to the 91st day prior to such sale or initial public offering, as applicable and (iii) 452,818 restricted shares granted on February 10, 2016 pursuant to an award of which 12.5% vested on March 30, 2016 and the remainder vest ratably on a quarterly basis over a two year period thereafter.

F2: The option vests as follows: 25% of the award vested on March 12, 2013 and the remainder vests ratably on a quarterly basis over a three year period thereafter. The option has fully vested.

F3: The option vests as follows: 25% of each award vested on June 30, 2014 and the remainder vests ratably on a quarterly basis over a three year period thereafter; provided that if the Reporting Person's employment is terminated without cause and the Reporting Person is removed from the Registrant's board of directors on or after June 30, 2016, then all unvested options shall vest on the date thereof.

F4: The option fully vests in the event of a qualified sale of the Registrant or an initial public offering provided that the Reporting Person's service as an executive officer and director of the Registrant does not terminate on or prior to the 91st day prior to such sale or initial public offering, as applicable.