SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CARLSON DOUGLAS J

(Last)

(First)

(Middle)

C/O MACOM TECHNOLOGY SOLUTIONS HOLDINGS

100 CHELMSFORD STREET

(Street)

LOWELL

01851

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2017

3. Issuer Name and Ticker or Trading Symbol
MACOM Technology Solutions Holdings, Inc. [ MTSI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM, RF & Microwave

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,672⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	08/14/2020	Common Stock	600	$2	D
Stock Option (Right to Buy)	⁽⁴⁾	11/13/2022	Common Stock	10,000	$32.1	D
Stock Option (Right to Buy)	⁽⁵⁾	11/09/2023	Common Stock	20,000	$40.25	D

Explanation of Responses:

1. Includes (i) 4,000 restricted stock units ("RSUs") granted on March 14, 2017, which vest as follows: 1,000 RSUs vest on February 15, 2018, 1,000 RSUs vest on February 15, 2019, 1,000 RSUs vest on February 15, 2020 and 1,000 RSUs vest on February 15, 2021, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; (ii) 2,383 RSUs granted on March 17, 2016, which vest as follows: 794 RSUs vest on February 15, 2018, 794 RSUs vest on February 15, 2019 and 795 RSUs vest on February 15, 2020, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; [continued below]

2. (iii) 1,806 RSUs granted on March 23, 2015, which vest as follows: 903 RSUs vest on February 15, 2018 and 903 RSUs vest on vest on February 15, 2019, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; and (iv) 875 RSUs granted on January 29, 2014, which vest on February 15, 2018, provided that the Reporting Person remains in continuous service with the Issuer through such vesting date. All RSUs were granted to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan and each RSU represents the contingent right to receive one share of Common Stock.

3. The Stock Option vested in full on August 1, 2014.

4. 100% of the Stock Option shall become vested and exercisable in the event that the 30 trading day trailing average closing price per share of the Common Stock meets or exceeds $64.22 per share.

5. 100% of the Stock Option shall become vested and exercisable in the event that the 30 trading day trailing average closing price per share of the Common Stock meets or exceeds $66.96 per share.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Clay Simpson, Attorney-in-Fact	10/19/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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