| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
M/A-COM Technology Solutions Holdings, Inc. [ MTSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common Stock | 11/18/2013 | A | 1,377(1) | A | $0 | 8,479,394(2) | I | Shares acquired are indirect. See footnote.(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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. Represents restricted stock units granted to Mr. Chung as part of the director compensation program. The restricted stock units will settle on November 18, 2014 solely by delivery of an equal number of shares of Common Stock. Mr. Chung is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Chung holds the restricted stock units for the benefit of Summit Partners, L.P., which determines when the Common Stock underlying the restricted stock units will be sold and is entitled to the proceeds. Accordingly, Summit Partners, L.P. and Summit Master Company, LLC, may be deemed indirect beneficial owners of the restricted stock units. Mr. Chung, Summit Partners, L.P., and Summit Master Company, LLC, each disclaims beneficial ownership of the restricted stock units except to the extent of their pecuniary interest therein. |
| 2. The Common Stock is held as follows: 5,283,026 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 3,173,070 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 14,108 shares in the name of Summit Investors I, LLC; 996 shares in the name of Summit Investors I (UK), L.P.; 8,194 shares in the name of Peter Y. Chung, which are held for the benefit of Summit Partners, L.P. |
| Robin W. Devereux, Power of Attorney for Peter Y. Chung | 11/20/2013 | |
| ** 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. | ||
| 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:
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(a)
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Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder, including filings with the Securities and Exchange Commission pursuant thereto;
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(b)
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any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;
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(c)
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such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities
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(d)
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economic exhibits relating to such entities; and
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(e)
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the PATRIOT Act.
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and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.
The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.
[Exhibit A and Signature Pages Follow]
1
Power of Attorney
Exhibit A
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HKL I Partners
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Summit Accelerator Management, LLC
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HKL I, LLC
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Summit Accelerator Management, L.P.
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SD II Bennington Blocker Corp.
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Summit Accelerator Partners, LLC
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SD II Eyeglass Blocker Corp.
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Summit Accelerator Partners, L.P.
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SD II Eyeglass Holdings, L.P.
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Summit Founders' Fund II, L.P.
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SD III-B Nomacorc Blocker Corp.
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Summit Founders' Fund, L.P.
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SD III-B Nomacorc Holdings, L.P.
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Summit GmbH & Co. Beteiligungs KG
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SD III-B Tippmann Blocker Corp.
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Summit Incentive Plan II, L.P.
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SD III-B Tippmann Holdings, L.P.
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Summit Incentive Plan, L.P.
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SD III-B Tivoli Blocker Corp.
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Summit Investment Holdings Trust
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SD III-B Tivoli Holdings, L.P.
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Summit Investment Holdings Trust II
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SD III-B TUI Blocker Corp.
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Summit Investors (SAF) IV, L.P.
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SD III-B TUI Holdings, L.P.
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Summit Investors Holdings Trust
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SDIII-B Focus Blocker Corp.
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Summit Investors I (UK), L.P.
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SDIII-B Focus Holdings, L.P.
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Summit Investors I, LLC
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Shearson Summit Partners Management, L.P.
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Summit Investors II, L.P.
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SP (1984), L.P.
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Summit Investors III, L.P.
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SP PE VII-B Announce Blocker Corp.
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Summit Investors Management, LLC
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SP PE VII-B Announce Holdings, L.P.
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Summit Investors VI, L.P.
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SP PE VII-B Nomacorc Holdings, L.P.
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Summit Investors, L.P.
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SP VC II-B TMFS Blocker Corp.
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Summit LogistiCare LLC
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SP VC II-B TMFS Holdings, L.P.
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Summit Master Company, LLC
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Sparta Holding Corporation
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Summit Partners III S.a.r.l.
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SPPE VII-B Aurora Blocker Corp.
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Summit Partners PE VII, LLC
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SPPE VII-B Aurora Holdings, L.P.
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Summit Partners PE VII, L.P.
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SPPE VII-B CD Blocker Corp.
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Summit Partners Blocker, Inc.
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SPPE VII-B Champion Blocker Corp.
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Summit Partners Europe Private Equity Fund, L.P.
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SPPE VII-B Nomacorc Blocker Corp.
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Summit Partners Europe, L.P.
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SPPE VII-B SUN Blocker Corp.
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Summit Partners Europe, LTD.
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SPPE VII-B SUN Holdings, L.P.
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Summit Partners F.F. Corp.
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SPPE VII-B TUI Blocker Corp.
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Summit Partners Holdings, L.P.
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SPPE VII-B TUI Holdings, L.P.
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Summit Partners II S.a.r.l.
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SPVCII-B Anesthetix Blocker Corp.
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Summit Partners II, L.P.
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SPVCII-B LiveOffice Blocker Corp.
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Summit Partners III, L.P.
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Stamps, Woodsum & Co.
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Summit Partners IV, L.P.
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Stamps, Woodsum & Co. II
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Summit Partners, LLC
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Stamps, Woodsum & Co. III
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Summit Partners Private Equity Fund VII-A, L.P.
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Stamps, Woodsum &Co. IV
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Summit Partners Private Equity Fund VII-B, L.P.
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Summit Accelerator Founders' Fund, L.P.
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Summit Partners S.a.r.l.
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Summit Accelerator Fund, L.P.
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Summit Partners SD II, LLC
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2
Power of Attorney
Exhibit A
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Summit Partners SD III, L.P.
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Summit Ventures V, L.P.
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Summit Partners SD III, LLC
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Summit Ventures VI-A, L.P.
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Summit Partners SD IV, LLC
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Summit Ventures VI-B HCP Blocker Corp.
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Summit Partners SD IV, LP
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Summit Ventures VI-B HCP, L.P.
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Summit Partners SD IV-A, LP
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Summit Ventures VI-B, L.P.
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Summit Partners SD IV-B, LP
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Summit Ventures, L.P.
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Summit Partners SD, L.P.
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Summit Verwaltings GmbH
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Summit Partners V S.a.r.l.
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Summit VI Advisors Fund, L.P.
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Summit Partners V, L.P.
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Summit VI Entrepreneurs Fund L.P.
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Summit Partners VC II LLC
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Summit/CAM Holdings, LLC
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Summit Partners VC II LP
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Summit/Meditech LLC
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Summit Partners Venture Capital Fund II-A, L.P.
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Summit/Sun Holdings, LLC
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Summit Partners Venture Capital Fund II-B, L.P.
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SV Eurofund, C.V.
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Summit Partners VI (GP), L.P.
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SV International, L.P.
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Summit Partners VI (GP), LLC
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SV VI -B Eyeglass Common Blocker Corp.
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Summit Partners VI-A France
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SV VI -B Eyeglass Preferred Blocker Corp.
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Summit Partners VI-A S.a.r.l.
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SV VI B Tippmann Common Blocker Corp.
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Summit Partners VI-B France
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SV VI B Tippmann Preferred Blocker Corp.
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Summit Partners VI-B S.a.r.l.
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SV VI Tippmann Holdings. L.P.
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Summit Partners VII-A S.a.r.l.
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SV VI-B Aurora Blocker Corp.
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Summit Partners VII-B S.a.r.l.
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SV VI-B Aurora Holdings, L.P.
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Summit Partners VIII S.a.r.l.
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SV VI-B Bennington Blocker Corp.
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Summit Partners, L.P.
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SV VI-B Bennington Holdings, L.P.
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Summit Partners, LP Profit Sharing Plan and Trust
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SV VI-B CAM Blocker Corp.
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Summit Partners, LP Savings and Investment Plan
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SV VI-B CAM Holdings, L.P.
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Summit Partners, Ltd.
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SV VI-B CD Blocker Corp.
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Summit Retained Earnings, L.P.
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SV VI-B CD Holdings, L.P.
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Summit Subordinated Debt Fund II, L.P.
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SV VI-B Commnet Common Blocker Corp.
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Summit Subordinated Debt Fund III-A, L.P.
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SV VI-B Commnet Holdings, L.P.
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Summit Subordinated Debt Fund III-B, L.P.
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SV VI-B Commnet Preferred Blocker Corp.
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Summit Subordinated Debt Fund, L.P.
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SV VI-B Eyeglass Holdings, L.P.
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Summit TRI, L.P.
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SV VI-B Focus Blocker Corp.
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Summit UK Advisory LLC
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SV VI-B Focus Holdings, L.P
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Summit V Advisors Fund QP, L.P.
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SV VI-B LiteCure Blocker Corp.
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Summit V Advisors Fund, L.P.
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SV VI-B LiteCure, L.P.
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Summit V Companion Fund, L.P.
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SV VI-B Tippmann Holdings. L.P.
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Summit Ventures II, L.P.
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SV VI-B Tivoli Blocker Corp.
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Summit Ventures III, L.P.
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SV VI-B Tivoli Holdings, LP
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Summit Ventures IV, L.P.
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SWC Holdings CO.
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3
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.
/s/Gregory M. Avis
Gregory M. Avis
State of California )
) ss:
County of San Mateo )
On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Lisa Franco
Notary Public
4
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/John R. Carroll
John R. Carroll
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
5
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Peter Y. Chung
Peter Y. Chung
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
6
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of Sept., 2008.
/s/Scott C. Collins
Scott C. Collins
Kingdom of England )
) ss:
City of London )
On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Edward Gardiner
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Christopher J. Dean
Christopher J. Dean
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Bruce R. Evans
Bruce R. Evans
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Charles J. Fitzgerald
Charles J. Fitzgerald
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.
/s/Craig D. Frances
Craig D. Frances
State of California )
) ss:
County of San Mateo )
On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Thomas H. Jennings
Thomas H. Jennings
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Walter G. Kortschak
Walter G. Kortschak
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
13
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.
/s/Sotiris T. Lyritzis
Sotiris T. Lyritzis
Kingdom of England )
) ss:
City of London )
On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Edward Gardiner
Notary Public
14
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Martin J. Mannion
Martin J. Mannion
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
15
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.
/s/Harrison B. Miller
Harrison B. Miller
State of California )
) ss:
County of San Mateo )
On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Lisa Franco
Notary Public
16
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Kevin P. Mohan
Kevin P. Mohan
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
17
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Thomas S. Roberts
Thomas S. Roberts
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
18
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.
/s/E. Roe Stamps
E. Roe Stamps
State of Florida )
) ss:
County of Monroe )
On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Joanne Muniz
Notary Public
19
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Joseph F. Trustey
Joseph F. Trustey
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
20
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Stephen G. Woodsum
Stephen G. Woodsum
Commonwealth of Massachusetts )
) ss:
Country of Suffolk )
On this 15 day of September, 2008, before me personally came
Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
21
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.
/s/Joseph J. Kardwell
Joseph J. Kardwell
Commonwealth of Massachusetts )
) ss:
Country of Suffolk )
On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Ma Laarni Canoy
Notary Public
22