Fabrinet
Fabrinet (Form: 4, Received: 08/28/2017 16:36:37)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mitchell David T.
2. Issuer Name and Ticker or Trading Symbol

Fabrinet [ FN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO & Chairman
(Last)          (First)          (Middle)

C/O FABRINET USA, INC., 3736 FALLON ROAD #428
3. Date of Earliest Transaction (MM/DD/YYYY)

8/24/2017
(Street)

DUBLIN, CA 94568
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Ordinary Shares   8/24/2017     A    69885   (1) A $0.00   111057   D    
Ordinary Shares   8/25/2017     S    35000   D $38.633   (2) 40680   I   By 1st Son's Trust   (3)
Ordinary Shares   8/25/2017     S    35000   D $38.633   (2) 40680   I   By 2nd Son's Trust   (3)
Ordinary Shares   8/25/2017     S    35000   D $38.633   (2) 48681   I   By 3rd Son's Trust   (3)
Ordinary Shares                  786834   (4) I   By Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Each share is represented by a Restricted Share Unit ("RSU"). The RSUs will vest in three (3) equal annual installments on August 24, 2018, 2019 and 2020, subject to the Reporting Person's continued service with the Company through each such vesting date.
(2)  This sale price represents the weighted average sale price of the shares sold ranging from $38.50 to $39.26 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(3)  Shares are held in trusts for the benefit of each of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4)  746,119 of these shares were previously reported as directly beneficially owned by the Reporting Person and have subsequently been contributed to the David T. Mitchell Separate Property Trust.
(5)  Shares are held by the David T. Mitchell Separate Property Trust, of which the Reporting Person is the sole trustee and current beneficiary.

Remarks:
This Form 4 restores a reporting line that was inadvertently omitted from the Reporting Person's recent reports.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mitchell David T.
C/O FABRINET USA, INC.
3736 FALLON ROAD #428
DUBLIN, CA 94568
X
CEO & Chairman

Signatures
Andrew Chew, Attorney-in-fact for David T. Mitchell 8/28/2017
** 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 control number.