MACOM Technology Solutions Holdings, Inc. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M/A-COM Technology Solutions Holdings, Inc. (MTSI)
CIK: 0001493594
Period of Report: 2014-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common Stock	G	973	—	Disposed	136761	Direct
2016-02-01	Common Stock	S	3000	$39.00	Disposed	133761	Direct

Footnotes

F1: Reflects an adjustment from previously reported ownership to exclude 43,048 shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Unit ("RSU") awards which is exempt under Rule 16b-3. This inadvertent reporting error included (i) 14,767 shares withheld at $16.19 per share in connection with 43,035 RSUs that vested on May 15, 2014; (ii) 5,133 shares withheld at $16.49 per share in connection with 15,659 RSUs that vested on February 15, 2015; and (iii) 23,148 shares withheld at $35.14 per share in connection with 53,396 RSUs that vested on May 15, 2015. The reported ownership also includes 1,088 shares acquired under the Issuer's 2012 Employee Stock Purchase Plan.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.64 to $39.37. 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.