Sec Form 4 Filing - HSU TA LIN @ Fabrinet - 2013-03-20

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 HSU TA LIN 2. Issuer Name and Ticker or Trading Symbol Fabrinet [ FN] 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) C/O H&Q ASIA PACIFIC, SUITE 2018, HUTCHISON HOUSE, 10 HARCOURT RD, CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2013 (Street) HONG KONG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/04/2011 J( 1 ) V 2,801 D $ 0 3,700 D Ordinary Shares 03/15/2012 D( 2 ) 5,810 D $ 0 3,700 D Ordinary Shares 08/24/2012 J( 3 ) V 3,700 D $ 0 0 D Ordinary Shares 03/20/2013 S( 4 ) 2,900,000 D $ 13.405 ( 5 ) 6,257,063 I By Asia Pacific Growth Fund III, L.P. ( 6 ) Ordinary Shares 36,501 ( 7 ) I By H&Q Asia Pacific, Ltd.

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 HSU TA LIN C/O H&Q ASIA PACIFIC, SUITE 2018 HUTCHISON HOUSE, 10 HARCOURT RD, CENTRAL HONG KONG X Signatures /s/ Ta-lin Hsu 03/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 2,801 ordinary shares which were transferred from the reporting person to H&Q Asia Pacific, Ltd. ("HQAP") of which entity the reporting person serves as chairman. ( 2 )Represents 5,810 restricted stock units awarded to the reporting person on December 12, 2011 as partial compensation for serving on the issuer's board of directors, which had not vested as of March 15, 2012 and were forfeit upon termination of the reporting person's service as a director on such date. ( 3 )Represents 3,700 ordinary shares which were transferred from the reporting person to HQAP. ( 4 )On March 20, 2013, pursuant to an underwriting agreement entered into on March 14, 2013 (amended on March 20, 2013), among Fabrinet, certain selling shareholders and the underwriters named therein, Asia Pacific Growth Fund III, L.P. ("APGF III") sold 2,900,000 ordinary shares. ( 5 )Represents public offering price of $14.00 per ordinary share less the underwriting discounts and commissions of $0.595 per ordinary share. ( 6 )The reporting person is a member of the investment committee of Asia Pacific Associates III, Ltd., which is the general partner of APGF III. These securities may be deemed directly beneficially owned by APGF III and indirectly beneficially owned by Asia Pacific Associates III, Ltd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 7 )Includes an aggregate of 6,501 ordinary shares transferred to HQAP from reporting person as noted above. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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).

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