SEC FORM 3

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^*

CARSON MAURICE EUGENE

(Last)

(First)

(Middle)

C/O ICHOR HOLDINGS, LTD.

3185 LAURELVIEW CT.

(Street)

FREMONT

94538

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)
Ordinary Shares	362,255	D
Ordinary Shares	1,086,763⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Right to buy)	⁽²⁾	03/12/2019	Ordinary Shares	497,918	$1	D
Options (Right to buy)	⁽³⁾	09/19/2021	Ordinary Shares	1,638,181	$1	D

Explanation of Responses:

1. Represents (i) 362,255 restricted shares granted on September 19, 2014 pursuant to an award of which 25% vested on the one year anniversary of the grant date and the remainder vest ratably on a quarterly basis over a three year period thereafter and (ii) 724,508 restricted shares granted on September 19, 2014, which fully vest in the event of a qualified sale of the Registrant or an initial public offering provided that Mr. Carson's service as an executive officer and director of the Registrant does not terminate on or prior to the 91st day prior to such sale or initial public offering, as applicable.

2. The option vests as follows: 25% of the option grant vested on March 12, 2013 and the remainder vests ratably on a quarterly basis over a three year period thereafter. The option has fully vested.

3. The option vests as follows: 25% of the option grant vested on September 19, 2015 and the remainder vests ratably on a quarterly basis over a three year period thereafter.

Remarks:

President, Chief Financial Officer and Secretary Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Maurice Carson	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).
** 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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