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: DEB DIPANJAN (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Convertible Shares	$		Ordinary Shares (142728221)		Indirect

Footnotes

F1: Each Series A Preferred Convertible Share will convert into one ordinary share of the Registrant prior to the closing of the Registrant's initial public offering. There is no expiration date.

F2: Includes (a) 126,962,006.38 Series A Preferred Convertible Shares held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 1,466,214.62 Series A Preferred Convertible Shares held by by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 14,300,000.00 Series A Preferred Convertible Shares held by by Ichor Investment Holdings, LLC ("IIH LLC"). Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman III") is the general partner of each of FP 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.

F3: (Continued From footnote 2)In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the ordinary shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. The Reporting Person is a member of an investment committee of FP GP III Management and may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of all shares included in clauses (a) - (c) of this footnote 2, except to the extent of his pecuniary interest.