Sec Form 4 Filing - FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. @ ICHOR HOLDINGS, LTD. - 2018-03-13

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) 03/13/2018 (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, par value $0.0001 03/13/2018 J( 1 ) 3,880,513 ( 1 ) ( 2 ) D $ 0 ( 2 ) 0 D

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 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 03/15/2018 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P. 03/15/2018 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. 03/15/2018 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. 03/15/2018 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC 03/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 13, 2018, each of Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman II"), Francisco Partners III (Cayman), L.P. ("FP III Cayman"), Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and Ichor Investment Holdings, LLC ("IIH LLC") made a distribution-in-kind to its partners, on a pro rata basis for no additional consideration, of ordinary shares ("ordinary shares") of Ichor Holdings, Ltd. ( 2 )Includes (a) 71,375 ordinary shares that were directly held by FP GP Cayman III, (b) 3,380,485 ordinary shares that were directly held by FP III Cayman, (c) 39,863 ordinary shares that were directly held by FPPF III Cayman and (d) 388,790 ordinary shares that were directly held by IIH LLC.

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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