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* Summit Partners Private Equity Fund VII-A, L.P. (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/14/2012	3. Issuer Name and Ticker or Trading Symbol M/A-COM Technology Solutions Holdings, Inc. [ MTSI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Convertible Preferred Stock	12/21/2010	(1)	Common Stock	33,884,814(3)	(1)	D
Warrants	12/21/2010	(2)	Common Stock	5,082,722(4)	3.51	D

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII-A, L.P. (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Summit Investors I, LLC (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Summit Investors I (UK), L.P. (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII B L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the closing date of the initial public offering ("IPO") registered on March 14, 2012 and has no expiration date.

2. The Warrants are convertible into M/A-COM Technology Solutions Holdings, Inc. common stock and have no expiration date.

3. The Convertible Class B Preferred Stock is held as follows: 21,132,108 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 in the name of Summit Investors I, LLC; 3,986 in the name of Summit Investors I (UK), L.P. The Class B Convertible Preferred Stock will be spilt on a one for four basis effective on the closing date of the IPO.

4. The rights to purchase common stock shares are held as follows: 3,169,816 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 1,903,843 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 8,465 in the name of Summit Investors I, LLC; 598 in the name of Summit Investors I (UK), L.P. The rights to purchase common stock shares will be spilt on a one for four basis effective on the closing date of the IPO.

Remarks:

The entities mentioned in Footnote 3 and 4 are collectively referred to as the "Summit Entities." Each of the Summit Entities disclaims beneficial ownership of the shares except for those listed in the Footnoes as held by such entity, except to the extent of each such entity's pecuniary interest therein.

	Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member	03/14/2012
	Summit Partners Private Equity Fund VII-B, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member	03/14/2012
	Summit Investors I, LLC, by Summit Investors Management, LLC, its manager, by Summit Partners, L.P., its managing member, by Summit Master Company, LLC, its general partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member	03/14/2012
	Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member	03/14/2012
	** Signature of Reporting Person	Date
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