SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICHOR HOLDINGS, LTD. [ ICHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, par value $0.0001 03/13/2018 J(1) 3,880,513(1)(2) D $0.00(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS GP III (CAYMAN), L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS III (CAYMAN), L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS PARALLEL FUND III (CAYMAN), L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICHOR INVESTMENT HOLDINGS, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On March 13, 2018, each of Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman II"), Francisco Partners III (Cayman), L.P. ("FP III Cayman"), Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and Ichor Investment Holdings, LLC ("IIH LLC") made a distribution-in-kind to its partners, on a pro rata basis for no additional consideration, of ordinary shares ("ordinary shares") of Ichor Holdings, Ltd.
2. Includes (a) 71,375 ordinary shares that were directly held by FP GP Cayman III, (b) 3,380,485 ordinary shares that were directly held by FP III Cayman, (c) 39,863 ordinary shares that were directly held by FPPF III Cayman and (d) 388,790 ordinary shares that were directly held by IIH LLC.
Remarks:
/s/ Andrew Kowal, a Director of Francisco Partners GP III Management (Cayman), Limited 03/15/2018
/s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P. 03/15/2018
/s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners III (Cayman), L.P. 03/15/2018
/s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners Parallel Fund III (Cayman), L.P. 03/15/2018
/s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC 03/15/2018
** 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 4 (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).
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