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

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACOM Technology Solutions Holdings, Inc. (MTSI)
CIK: 0001493594
Period of Report: 2016-11-09

Reporting Person: Dennehy Robert (SVP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	A	3890	—	Acquired	50539	Direct
2016-11-09	Common Stock	A	6961	—	Acquired	57500	Direct
2016-11-09	Common Stock	A	6845	—	Acquired	64345	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	Stock Option (Right to Buy)	$40.25	A	25000	Acquired	2023-11-08	Common Stock (25000)	Direct

Footnotes

F1: 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 in four equal annual installments on May 15, 2018, May 15, 2019, May 15, 2020 and May 15, 2021, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date.

F2: The reported ownership includes 779 shares acquired under the Issuer's Employee Stock Purchase Plan in May 2016.

F3: Represents performance-based restricted stock units ("PRSUs") granted on April 22, 2015 to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan which vested on November 9, 2016. These PRSUs will settle in shares of Common Stock on May 15, 2017, provided that the Reporting Person remains in continuous service with the Issuer through the settlement date.

F4: Represents performance-based restricted stock units ("PRSUs") granted on November 13, 2015 to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan which vested on November 9, 2016. These PRSUs will settle in shares of Common Stock on May 15, 2017, provided that the Reporting Person remains in continuous service with the Issuer through the settlement date.

F5: The stock option vests in full upon achievement of a 30-day trailing average stock price based performance metric during the term of the stock option.