SEC FORM 4

SEC Form 4

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^*

CHUNG PETER Y

(Last)

(First)

(Middle)

C/O SUMMIT PARTNERS

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACOM Technology Solutions Holdings, Inc. [ MTSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/11/2020		X		1,270,679	A	$14.05	1,309,086	I	See Remarks.⁽¹⁾⁽²⁾
Common Stock	11/11/2020		S⁽³⁾		420,368	D	$42.47	888,718	I	See Remarks.⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$14.05	11/11/2020		X		1,270,679		12/21/2010	12/21/2020	Common Stock	1,270,679	$0	0	I	See Remarks⁽¹⁾⁽²⁾

Explanation of Responses:

1. The Common Stock is held as follows: 530,293 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 318,502 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 1,416 shares in the name of Summit Investors I, LLC; 100 shares in the name of Summit Investors I (UK), L.P.; 38,407 shares in the name of Mr. Chung, which are held for the benefit of Summit Partners, L.P.

2. Mr. Chung holds any Common Stock for the benefit of Summit Partners, L.P. which he has empowered to determine when the shares will be sold and which is entitled to the proceeds of any such sales. Summit Partners, L.P., through a two-person Investment Committee, responsible for voting and investment decisions with respect to the Issuer, currently composed of Martin J. Mannion and Peter Y. Chung, has voting and dispositive authority over the shares reported herein and therefore may be deemed to beneficially own such shares. Summit Partners, L.P., Mr. Mannion and Mr. Chung disclaim beneficial ownership of the shares of Common Stock, except to the extent of their pecuniary interest therein.

3. On November 11, 2020, Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (collectively, the "Summit Funds") exercised a warrant to purchase 1,270,679 shares of the Issuer's common stock for $14.05 a share. The Summit Funds paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 420,368 shares to pay the exercise price and issuing to the Summit Funds the remaining 850,311 shares.

	Robin W. Devereux, POA for Peter Y. Chung	11/13/2020
	** Signature of Reporting Person	Date
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