Summit Partners L P Form 4 M/A-COM Technology Solutions / MARTIN J MANNION ownership change

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^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET

18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
M/A-COM Technology Solutions Holdings, Inc. [ MTSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2015

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
Common Stock	05/29/2015		S		34,565(1)	D	$38.3179	6,215,938(2)	I	See Remarks.

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^*

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 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^*

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^*

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^*

SUMMIT MASTER COMPANY, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares sold by the following entities: 21,556 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 12,947 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P.; 58 shares of common stock sold by Summit Investors I, LLC; 4 shares of common stock sold by Summit Investors I (UK), L.P.

2. Represents shares held by the following entities: 3,867,622 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 2,322,956 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 10,328 shares in the name of Summit Investors I, LLC; 729 shares in the name of Summit Investors I (UK), L.P.; 14,303 shares and restricted stock units in the name of Peter Y. Chung, which are held for the benefit of Summit Partners, L.P.

Remarks:

Summit Partners, L.P. is 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 each of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. Summit Master Company, LLC is 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 Master Company, LLC, as the managing member of Summit Investors Management, LLC has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee responsible for voting and investment decisions with respect to the Issuer. Summit Partners, L.P., through a two-person Investment Committee responsible for voting and investment decisions with respect to the Issuer, currently composed of Martin Mannion and Peter Y. Chung, has voting and dispositive authority over the shares held by each of these entities and therefore may be deemed to beneficially own such shares. In addition, Mr. Chung is a member of Summit Master Company, LLC. Each of the Summit entities mentioned herein, Summit Partners, L.P., Summit Master Company, LLC, Mr. Mannion and Mr. Chung disclaims beneficial ownership of the shares of Common Stock and the restricted stock units, except to the extent of their pecuniary interest therein.

	Summit Partners, L.P., by Robin W. Devereux, POA for Joseph F. Trustey, Member	06/02/2015
	Summit Investors Management, LLC, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, POA for Joesph F. Trustey, Member	06/02/2015
	Summit Partners PE VII, L.P., by Summit Partners PE VII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Robin W. Devereux, POA for Joseph F. Trustey, Member	06/02/2015
	Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Robin W. Devereux, POA for Joseph F. Trustey, Member	06/02/2015
	Robin W. Devereux, POA for Martin J. Mannion	06/02/2015
	Summit Master Company, LLC, by Robin W. Devereux, POA for Joseph F. Trustey, Member	06/02/2015
	** Signature of Reporting Person	Date
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