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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

5/2/2017
(Street)

SAN FRANCISCO, CA 94129
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/2/2017     S    5678782   (1) D $18.525   (2) 12044026   I   See footnotes   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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.
(4)  (Continued from Footnote 3) 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. 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.

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, CA 94129

X

FRANCISCO PARTNERS GP III (CAYMAN), L.P.
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA 94129

X

FRANCISCO PARTNERS III (CAYMAN), L.P.
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA 94129

X

FRANCISCO PARTNERS PARALLEL FUND III (CAYMAN), L.P.
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA 94129

X

ICHOR INVESTMENT HOLDINGS, LLC
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA 94129

X


Signatures
/s/ Andrew Kowal, a Director of Francisco Partners GP III Management (Cayman), Limited 5/3/2017
** Signature of Reporting Person Date

/s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P. 5/3/2017
** 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. 5/3/2017
** 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. 5/3/2017
** Signature of Reporting Person Date

/s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC 5/3/2017
** 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 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.
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