MACOM Technology Solutions Holdings, Inc. — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M/A-COM Technology Solutions Holdings, Inc. (MTSI)
CIK: 0001493594
Period of Report: 2015-05-01

Reporting Person: Croteau John (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	S	3000	$30.89	Disposed	148432	Direct
2015-05-05	Common Stock	A	82500	—	Acquired	230932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-05	Employee Stock Option (Right to Buy)	$33.66	A	100000	Acquired	2022-05-05	Common Stock (100000)	Direct

Footnotes

F1: The shares were sold pursuant to a sales plan adopted by the reporting person and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.42 to $31.32, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Represents restricted stock units granted to the reporting person under the issuer's 2012 Omnibus Incentive Plan. Each restricted stock unit represents the contingent right to receive one share of the issuer's common stock. The restricted stock units vest as follows: (i) 15,000 restricted stock units vest in four equal annual installments on May 15, 2016, May 15, 2017, May 15, 2018 and May 15, 2019, and (ii) as few as zero or up to an aggregate of 67,500 restricted stock units (the "Performance RSUs") may vest in three annual installments based on the achievement of certain performance metrics over the next three years, in each case provided that the reporting person remains in continuous service with the issuer through each vesting date.

F4: The stock option vests upon achievement of certain performance metrics in any four consecutive fiscal quarters completed during the term of the stock option.