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*
SUMMIT PARTNERS L P

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2012
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
Officer (give title below) X Other (specify below)
Manager of GP of 10% Owner
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Convertible Preferred Stock 12/21/2010 (1) Common Stock 33,884,814 (3) (1) I Manager of GP of 10% owner.
Warrants 12/21/2010 (2) Common Stock 5,082,722 (4) 3.51 I Manager of GP of 10% owner.
1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Partners PE VII, L.P.

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Partners PE VII, LLC

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Investors Management, LLC

(Last) (First) (Middle)
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MANNION MARTIN J

(Last) (First) (Middle)
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EVANS BRUCE R

(Last) (First) (Middle)
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the closing date of the initial public offering ("IPO") registered on March 14, 2012 and has no expiration date.
2. The Warrants are convertible into M/A-COM Technology Solutions Holdings, Inc. common stock and have no expiration date.
3. The Convertible Class B Preferred Stock is held as follows: 21,132,108 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 in the name of Summit Investors I, LLC; 3,986 in the name of Summit Investors I (UK), L.P. The Class B Convertible Preferred Stock will be spilt on a one for four basis effective on the closing date of the IPO.
4. The rights to purchase common stock shares are held as follows: 3,169,816 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 1,903,843 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 8,465 in the name of Summit Investors I, LLC; 598 in the name of Summit Investors I (UK), L.P. The rights to purchase common stock shares will be spilt on a one for four basis effective on the closing date of the IPO.
Remarks:
The entities mentioned in Footnote 3 and 4 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a three-person Investment Committee currently composed of Bruce R. Evans, Martin J. Mannion and Peter Chung, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities, Mr. Mannion, Mr. Evans and Mr. Chung disclaim beneficial ownership of the shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Persons' pecuniary interest therein.
Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 03/14/2012
Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 03/14/2012
Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 03/14/2012
Summit Investors Management, LLC, its GP, by Summit Partners, L.P.its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 03/14/2012
Robin W. Devereux, Power of Attorney for Martin J. Mannion 03/14/2012
Robin W. Devereux, Power of Attorney for Bruce R. Evans 03/14/2012
** 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).
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