Sec Form 4 Filing - FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. @ ICHOR HOLDINGS, LTD. - 2016-12-09

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 FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. 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) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2016 (Street) SAN FRANCISCO, CA94129 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 Ordinary shares 12/09/2016 C( 1 ) 17,222,808 A 17,222,808 I See footnotes ( 2 ) ( 3 ) ( 4 )

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 Series A Preferred Convertible Shares ( 1 ) 12/09/2016 C( 1 ) 142,728,221 ( 1 ) ( 1 ) Ordinary Shares 142,728,221 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS GP III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS PARALLEL FUND III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X ICHOR INVESTMENT HOLDINGS, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X Signatures /s/ Andrew Kowal, a Director of Francisco Partners GP III Management (Cayman), Limited 12/13/2016 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P. 12/13/2016 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners III (Cayman), L.P. 12/13/2016 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners Parallel Fund III (Cayman), L.P. 12/13/2016 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC 12/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 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. ( 2 )Includes (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"). ( 3 )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. 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. 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. ( 4 )(continued from footnote 3) Each of FP GP III, FP GF III Management and Messrs. Deb, Golob, Geeslin and Perlman expressly disclaims beneficial ownership of any shares, except to the extent of their pecuniary interest. ( 5 )Includes (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.

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