SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DEB DIPANJAN (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2016	3. Issuer Name and Ticker or Trading Symbol ICHOR HOLDINGS, LTD. [ ICHR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Convertible Shares	(1)	(1)	Ordinary Shares	142,728,221(2)(3)	(1)	I	See Footnotes(2)(3)

Explanation of Responses:

1. Each Series A Preferred Convertible Share will convert into one ordinary share of the Registrant prior to the closing of the Registrant's initial public offering. There is no expiration date.

2. Includes (a) 126,962,006.38 Series A Preferred Convertible Shares held by Francisco Partners III (Cayman), L.P. ("FP III Cayman"), (b) 1,466,214.62 Series A Preferred Convertible Shares held by by Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and (c) 14,300,000.00 Series A Preferred Convertible Shares held by by Ichor Investment Holdings, LLC ("IIH LLC"). Francisco Partners GP III (Cayman), L.P. ("FP GP Cayman III") is the general partner of each of FP 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.

3. (Continued From footnote 2)In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the ordinary 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 all shares included in clauses (a) - (c) of this footnote 2, except to the extent of his pecuniary interest.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Dipanjan Deb	12/08/2016
	** Signature of Reporting Person	Date
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 5 (b)(v).
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