SEC Form 4 · accession 0000899243-16-035396

ICHOR HOLDINGS, LTD. · ICHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dipanjan Deb

Director · 10% Owner

Period of report

Dec 9, 2016

Accepted (ET)

Dec 13, 2016 · 4:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001652535

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary shares^F1,F2,F3	Dec 9, 2016	C	17,222,808	—	A	17,222,808	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Convertible Shares^F1,F3,F4	—	Dec 9, 2016	C	142,728,221	D	—	—	Ordinary Shares	142,728,221	0	I

Explanation of responses

F1The Series A Preferred Convertible Shares of the Issuer (the "Preferred Shares") converted into ordinary shares of the Issuer (the "Ordinary Shares") effective on December 9, 2016 on a one-for-one basis. The Issuer completed a 1-for-8.053363 reverse share split effective immediately after the conversion of the Preferred Shares. The amount stated in Table I gives effect to the reverse stock split. Fractional shares resulting from the reverse share split were rounded down to the nearest whole share and paid in cash. The Preferred Shares did not have an expiration date.
F2Includes (a) 15,765,091 Ordinary Shares directly held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 182,062 Ordinary Shares directly held by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 1,775,655 Ordinary Shares directly held by Ichor Investment Holdings, LLC ("IIH LLC").
F3Francisco 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. In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the 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 shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. The Reporting Person is a member of an investment committee of FP GP III Management and may be deemed to beneficially own such shares. The Reporting person disclaims beneficial ownership of any shares, except to the extent of his pecuniary interest.
F4Includes (a) 126,962,006.38 Preferred Shares directly held by FP III Cayman, (b) 1,466,214.62 Preferred Shares directly held by FPPF III Cayman and (c) 14,300,000.00 Preferred Shares directly held by IIH LLC.