Sec Form 4 Filing - SUMMIT PARTNERS L P @ M/A-COM Technology Solutions Holdings, Inc. - 2015-02-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SUMMIT PARTNERS L P 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. (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2015 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/11/2015 S 2,235,000 ( 1 ) D $ 28.575 6,248,926 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 See Remarks. SUMMIT MASTER COMPANY, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 See Remarks. Summit Investors Management, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 See Remarks. Summit Partners PE VII, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 See Remarks. Summit Partners PE VII, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 See Remarks. MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 See Remarks. Signatures Summit Partners, L.P., by Robin W. Devereux, POA for Joseph F. Trustey, Member 02/11/2015 Signature of Reporting Person Date Summit Master Company, LLC, by Robin W. Devereux, POA for Joseph F. Trustey, Member 02/11/2015 Signature of Reporting Person Date Summit Investors Management, LLC, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, POA for Joesph F. Trustey, Member 02/11/2015 Signature of Reporting Person Date 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 02/11/2015 Signature of Reporting Person Date Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Robin W. Devereux, POA for Joseph F. Trustey, Member 02/11/2015 Signature of Reporting Person Date Robin W. Devereux, POA for Martin J. Mannion 02/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares sold by the following entities: 1,393,848 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 837,167 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 3,722 shares of common stock sold by Summit Investors I, LLC, 263 shares of common stock sold by Summit Investors I (UK), L.P. ( 2 )Represents shares held by the following entities: 3,889,178 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 2,335,903 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 10,386 shares in the name of Summit Investors I, LLC; 733 shares in the name of Summit Investors I (UK), L.P.; 12,726 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.

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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