| 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) 01/21/2015 | ||||||||||||||||||||||||||
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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 | 01/21/2015 | A | 13,866(1) | A | $0 | 13,866 | D | |||
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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 ("RSUs") granted to the reporting person under the issuer's 2012 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vest as follows: (i) 1,631 RSUs vest on May 15, 2015, (ii) 4,893 RSUs vest on May 15, 2016, (iii) 4,893 RSUs vest on May 15, 2017, and (iv) 2,449 RSUs vest on May 15, 2018, provided that the reporting person remains in continuous service with the issuer through each vesting date. |
| /s/ Clay Simpson, Attorney-in-Fact | 01/23/2015 | |
| ** 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. | ||
POWER OF ATTORNEYI, Alex Behfar, hereby authorize and designate each of Robert
McMullan, Clay Simpson, Jason Day and Ned Prusse, 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 M/A-COM 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 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 statements 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 23rd day of December, 2014.
/s/ Alex Behfar
Alex Behfar