| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2017 |
3. Issuer Name and Ticker or Trading Symbol
MACOM Technology Solutions Holdings, Inc. [ MTSI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 51,907(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Option (Right to Buy) | (2) | 11/13/2022 | Common Stock | 10,000 | 32.1 | D | |
| Stock Option (Right to Buy) | (3) | 11/09/2023 | Common Stock | 20,000 | 40.25 | D | |
| Explanation of Responses: |
| 1. Includes (i) 5,000 restricted stock units ("RSUs") granted on March 14, 2017, which vest as follows: 1,250 RSUs vest on February 15, 2018, 1,250 RSUs vest on February 15, 2019, 1,250 RSUs vest on February 15, 2020 and 1,250 RSUs vest on February 15, 2021, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; (ii) 16,667 RSUs granted on July 20, 2016, which vest as follows: 8,333 RSUs vest on May 15, 2018 and 8,334 RSUs vest on May 15, 2019, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; (iii) 3,404 RSUs granted on March 17, 2016, which vest as follows: 1,134 RSUs vest on February 15, 2018, 1,134 RSUs vest on February 15, 2019 and 1,136 RSUs vest on February 15, 2020, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; (Footnote 1 continues in the Remarks section) |
| 2. 100% of the Stock Option shall become vested and exercisable in the event that the 30 trading day trailing average closing price per share of the Common Stock meets or exceeds $64.22 per share. |
| 3. 100% of the Stock Option shall become vested and exercisable in the event that the 30 trading day trailing average closing price per share of the Common Stock meets or exceeds $66.96 per share. |
| Remarks: |
| Footnote 1 continued: (iv) 7,639 RSUs granted on June 29, 2015, which vest on June 29, 2018, provided that the Reporting Person remains in continuous service with the Issuer through such vesting date; (v) 1,479 RSUs granted on March 23, 2015, which vest as follows: 739 RSUs vest on February 15, 2018 and 740 RSUs vest on February 15, 2019, provided that the Reporting Person remains in continuous service with the Issuer through each vesting date; and (vi) 791 RSUs granted on January 29, 2014, which vest on February 15, 2018, provided that the Reporting Person remains in continuous service with the Issuer through such vesting date. All RSUs were granted to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan and each RSU represents the contingent right to receive one share of Common Stock. Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Clay Simpson, Attorney-in-Fact | 08/17/2017 | |
| ** 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 5 (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. | ||
EXHIBIT 24 TO FORM 3
POWER OF ATTORNEY
I, Vivek Rajgarhia, hereby authorize and designate each of Robert McMullan, Clay Simpson and Ambra Roth, signing singly, as my true and lawful attorney-in-fact to:
(1) execute for and on my behalf, in my capacity as an officer and/or director of MACOM Technology Solutions Holdings, Inc. and its affiliates (the "Company"), the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
I might or could do if personally present, with full power of substitutes or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until I am no longer required to file the Form ID or Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 7th day of August, 2017.
/s/ Vivek Rajgarhia
Name: Vivek Rajgarhia