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^*

Dennehy Robert

(Last)

(First)

(Middle)

100 CHELMSFORD STREET

(Street)

LOWELL

01851

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2013

3. Issuer Name and Ticker or Trading Symbol
M/A-COM 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, Operations

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	44,762⁽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)
Employee Stock Option (Right to Buy)	⁽³⁾	01/04/2017	Common Stock	28,125	$0.64	D

Explanation of Responses:

1. Includes 3,419 restricted stock units ("RSUs") originally granted on May 3, 2012, which vest as follows: 933 RSUs vest on May 15, 2014 and 2,486 RSUs vest on May 15, 2015, provided that the reporting person remains in continuous service with the issuer through each vesting date. Also includes 15,364 RSUs originally granted on April 23, 2013, which vest in four equal annual installments on May 15, 2014, May 15, 2015, May 15, 2016 and May 15, 2017, provided that the reporting person remains in continuous service with the issuer through each vesting date. Each RSU represents the contingent right to receive one share of the issuer's common stock.

2. Includes 5,000 shares of restricted stock originally granted on March 25, 2011, which vest in two equal annual installments on March 25, 2014 and March 25, 2015.

3. Represents the unexercised portion of 50,000 stock options originally granted on January 4, 2010. The stock options vested in full on April 1, 2013.

	/s/ Clay Simpson, Attorney-in-Fact	10/07/2013
	** 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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