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: SUMMIT PARTNERS L P (Manager of GP of 10% Owner)
Reporting Person: Summit Investors Management, LLC (Manager of GP of 10% Owner)
Reporting Person: Summit Partners PE VII, L.P. (GP of 10% Owner)
Reporting Person: Summit Partners PE VII, LLC (Indirect GP of 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-20	Common Stock	C	8471200	—	Acquired	8471200	Indirect
2012-03-20	Common Stock	A	2631	—	Acquired	2631	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-20	Class B Convertible Preferred Shares	$	C	33884814	Disposed		Common Stock (8471200)	Indirect

Footnotes

F1: The Common Stock is held as follows: 5,283,026 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 3,173,070 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 14,108 shares in the name of Summit Investors I, LLC; 996 shares in the name of Summit Investors I (UK), L.P.

F2: The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the basis of one share of Common Stock for every four shares of Class B Convertible Preferred Stock on the closing date of M/A-COM Technology Solutions Holdings, Inc.'s initial public offering and has no expiration date.

F3: The Convertible Class B Preferred Stock was held as follows: 21,132,108 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 shares in the name of Summit Investors I, LLC; 3,986 shares in the name of Summit Investors I (UK), L.P.

F4: The restricted stock was granted to Mr. Peter Chung as a part of director compensation. Mr. Chung is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Chung is deemed to hold the restricted stock for the benefit of Summit Partners, which determines when the restricted stock will be sold and is entitled to the proceeds. Accordingly, Summit Partners and Summit Master Company may be deemed indirect beneficial owners of the restricted stock, bringing the total number of shares owned indirectly by Summit Partners, L.P. to 8,473,831 shares.

F5: These shares vest on March 15, 2013.