Sec Form 4 Filing - DEB DIPANJAN @ ICHOR HOLDINGS, LTD. - 2017-05-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
DEB DIPANJAN
2. Issuer Name and Ticker or Trading Symbol
ICHOR HOLDINGS, LTD. [ ICHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
05/02/2017
(Street)
SAN FRANCISCO, CA94129
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, par value $0.0001 05/02/2017 S 5,678,782 ( 1 ) D $ 18.525 ( 2 ) 12,044,026 I See footnote ( 3 )
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
DEB DIPANJAN
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA94129
X X
Signatures
/s/ Robert M. Hayward by Power of Attorney 05/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (a) 5,051,486 ordinary shares that were directly held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 58,337 ordinary shares that were directly held by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 568,959 ordinary shares that were directly held by Ichor Investment Holdings, LLC ("IIH LLC").
( 2 )Represents the offering price to the public in the secondary offering of $19.50 per ordinary share, net of underwriters' discount of $0.975 per ordinary share.
( 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. 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

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.