Ichor (ICHR) Form 3 Initial statement of insider ownership

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^*

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. 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)

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

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
Series A Preferred Convertible Shares	(1)	(1)	Ordinary Shares	142,728,221(2)(3)	(1)	I	See Footnote(2)(3)

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)

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)

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)

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)

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)

Explanation of Responses:

1. Each Series A Preferred Convertible Share will convert into one ordinary share of the Registrant prior to the closing of the Registrant's initial public offering. There is no expiration date.

2. Includes (a) 126,962,006.38 Series A Preferred Convertible Shares directly held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 1,466,214.62 Series A Preferred Convertible Shares directly held by by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 14,300,000.00 Series A Preferred Convertible Shares directly held by by Ichor Investment Holdings, LLC ("IIH LLC"). Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman III") is the general partner of each of FP III Cayman and FPPF III Cayman and the manager of IIH LLC. Francisco Partners GP III Management (Cayman), Limited ("FP GP III Management") is the general partner of FP GP Cayman III.

3. (Continued From footnote 2) In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the ordinary shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the ordinary shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. An investment committee comprised of Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP III Management, share voting and dispositive power with respect to the shares beneficially held by FP GP III Management. Each of FP GP III, FP GF III Management and Messrs. Deb, Golob, Geeslin and Perlman expressly disclaims beneficial ownership of any ordinary shares, except to the extent of their pecuniary interest.

Remarks:

	/s/ Andrew Kowal, a Director of Francisco Partners GP III Management (Cayman), Limited	12/08/2016
	/s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P.	12/08/2016
	/s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners III (Cayman), L.P.	12/08/2016
	/s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners Parallel Fund III (Cayman), L.P.	12/08/2016
	/s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC	12/08/2016
	** Signature of Reporting Person	Date
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