X0304 4 2012-03-20 0 0001493594 M/A-COM Technology Solutions Holdings, Inc. MTSI 0001239366 CHUNG PETER Y C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 0 0 Common Stock 2012-03-20 4 C 0 8471200 A 8471200 I See Remarks. Common Stock 2012-03-20 4 A 0 2631 0 A 8473831 I Shares acquired are indirect. See footnote. Class B Convertible Preferred Shares 2012-03-20 4 C 0 33884814 0 D Common Stock 8471200 0 I See Remarks. The Common Stock is held as follows: 5,283,026 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 3,173,070 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 14,108 shares in the name of Summit Investors I, LLC; 996 shares in the name of Summit Investors I (UK), L.P. The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the basis of one share of Common Stock for every four shares of Class B Convertible Preferred Stock at the closing of M/A-COM Technology Solutions Holdings, Inc.'s intial public offering and has no expiration date. The Convertible Class B Preferred Stock was held as follows: 21,132,108 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 shares in the name of Summit Investors I, LLC; 3,986 shares in the name of Summit Investors I (UK), L.P. These shares vest on March 15, 2013. Represents restricted stock granted to Mr. Chung as a part of director compensation. Mr. Chung is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Chung is deemed to hold the restricted stock for the benefit of Summit Partners, L.P., which determines when the restricted stock will be sold and is entitled to the proceeds. Accordingly, Summit Partners, L.P. and Summit Master Company, LLC may be deemed indirect beneficial owners of the restricted stock. Mr. Chung, Summit Partners, L.P. and Summit Master Company each disclaims beneficial ownership of the restricted stock except to the extent of its pecuniary interest therein. The Common Stock is held as follows: 5,283,026 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 3,173,070 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 14,108 shares in the name of Summit Investors I, LLC; 996 shares in the name of Summit Investors I (UK), L.P; 2,631 shares in the name of Peter Y. Chung, which are held for the benefit of Summit Partners, L.P. The entities mentioned in Footnote 1, 3 and 6 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. Mr. Chung is a member of the general partner of Summit Partners, L.P. Mr. Chung disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that Mr. Chung is 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 Mr. Chung's pecuniary interest therein. Robin W. Devereux, Power of Attorney for Peter Y. Chung 2012-03-21