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^*

ROHRS THOMAS M

(Last)

(First)

(Middle)

C/O ICHOR HOLDINGS, LTD.

3185 LAURELVIEW CT.

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2016

3. Issuer Name and Ticker or Trading Symbol
ICHOR HOLDINGS, LTD. [ ICHR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)
Ordinary Shares	662,151	D
Ordinary Shares	786,867⁽¹⁾	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)
Option (Right to buy)	⁽²⁾	03/12/2019	Ordinary Shares	414,932	$1	D
Option (Right to buy)	⁽³⁾	10/25/2020	Ordinary Shares	2,766,212	$1	D
Option (Right to buy)	⁽³⁾	10/25/2020	Ordinary Shares	414,932	$1.85	D
Option (Right to buy)	⁽⁴⁾	09/19/2021	Ordinary Shares	1,738,787	$1	D

Explanation of Responses:

1. Represents (i) 90,106 restricted shares granted on November 15, 2013 pursuant to an award of which 25% vested on June 30, 2014 and the remainder vest ratably on a quarterly basis over a three year period thereafter, (ii) 243,943 restricted shares granted on September 19, 2014, which fully vest in the event of a qualified sale of the Registrant or an initial public offering provided that the Reporting Person's service as an executive officer and director of the Registrant does not terminate on or prior to the 91st day prior to such sale or initial public offering, as applicable and (iii) 452,818 restricted shares granted on February 10, 2016 pursuant to an award of which 12.5% vested on March 30, 2016 and the remainder vest ratably on a quarterly basis over a two year period thereafter.

2. The option vests as follows: 25% of the award vested on March 12, 2013 and the remainder vests ratably on a quarterly basis over a three year period thereafter. The option has fully vested.

3. The option vests as follows: 25% of each award vested on June 30, 2014 and the remainder vests ratably on a quarterly basis over a three year period thereafter; provided that if the Reporting Person's employment is terminated without cause and the Reporting Person is removed from the Registrant's board of directors on or after June 30, 2016, then all unvested options shall vest on the date thereof.

4. The option fully vests in the event of a qualified sale of the Registrant or an initial public offering provided that the Reporting Person's service as an executive officer and director of the Registrant does not terminate on or prior to the 91st day prior to such sale or initial public offering, as applicable.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas M. Rohrs	12/08/2016
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.