MACOM Technology Solutions Holdings, Inc. — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M/A-COM Technology Solutions Holdings, Inc. (MTSI)
CIK: 0001493594
Period of Report: 2012-03-20

Reporting Person: OCAMPO JOHN L (Director, Chairman, 10% Owner)
Reporting Person: OCAMPO SUSAN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-20	Common Stock	C	12980000	—	Acquired	13025500	Indirect
2012-03-20	Common Stock	C	3540000	—	Acquired	3540000	Indirect
2012-03-20	Common Stock	C	3540000	—	Acquired	3540000	Indirect
2012-03-20	Common Stock	C	3540000	—	Acquired	3540000	Indirect
2012-03-20	Common Stock	C	2598455	—	Acquired	2598455	Indirect
2012-03-20	Common Stock	S	1011813	$17.67	Disposed	1586642	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-20	Series A-1 Convertible Preferred Stock	$	C	51920000	Disposed		Common Stock (12980000)	Indirect
2012-03-20	Series A-1 Convertible Preferred Stock	$	C	14160000	Disposed		Common Stock (3540000)	Indirect
2012-03-20	Series A-1 Convertible Preferred Stock	$	C	14160000	Disposed		Common Stock (3540000)	Indirect
2012-03-20	Series A-1 Convertible Preferred Stock	$	C	14160000	Disposed		Common Stock (3540000)	Indirect
2012-03-20	Series A-2 Convertible Preferred Stock	$	C	10393823	Disposed		Common Stock (2598455)	Indirect

Footnotes

F1: The Series A-1 and A-2 Convertible Preferred Stock automatically converted into shares of the issuer's common stock on a one-for-four basis immediately prior to the closing of the issuer's initial public offering and had no expiration date.

F2: John and Susan Ocampo are co-trustees of each of the Ocampo Family Trust - 2001, 2007 Trust Agreement for Bobby J. Ocampo, 2007 Trust Agreement for Ashley T. Ocampo and 2007 Trust Agreement for Joshua F. Ocampo (collectively, the "Ocampo Family Trusts"). The Ocampo Family Trusts are the members and John Ocampo is the manager of GaAs Labs, LLC.

F3: Represents shares sold by the reporting person as a selling stockholder in the issuer's initial public offering. The price represents the initial public offering price of $19.00 less the underwriters' discount.