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: 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)

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 directly held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 1,466,214.62 Series A Preferred Convertible Shares directly 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 directly 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 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.

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. 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. 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. Each of FP GP III, FP GF III Management and Messrs. Deb, Golob, Geeslin and Perlman expressly disclaims beneficial ownership of any ordinary shares, except to the extent of their pecuniary interest.