SEC Filing | Fabrinet

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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^*

Kalivas Paul

(Last)

(First)

(Middle)

C/O FABRINET USA, INC.

4104 24TH STREET #345

(Street)

SAN FRANCISCO

94114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2012

3. Issuer Name and Ticker or Trading Symbol
Fabrinet [ FN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Secretary & General Counsel

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	10,623⁽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)
Stock Option (right to buy)	02/14/2009⁽²⁾	02/13/2015	Ordinary Shares	3,125	5	D
Stock Option (right to buy)	11/13/2010⁽³⁾	10/13/2017	Ordinary Shares	13,229	16.83	D
Stock Option (right to buy)	09/18/2011⁽³⁾	08/17/2018	Ordinary Shares	3,902	15.16	D
Stock Option (right to buy)	12/10/2011⁽³⁾	11/09/2018	Ordinary Shares	21,638	14.12	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest in equal annual installments over a period of four years on the anniversary date of the RSU grant, provided that the Reporting Person is a service provider on each such vesting date. The RSUs will become fully vested on November 3, 2015.

2. 25% of the shares subject to the option vested and became exercisable on February 14, 2009, and the remaining shares have vested and will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on February 14, 2012.

3. The shares subject to this option vest in equal installments of 1/48 per month until fully vested and exercisable.

	/s/ Paul Kalivas	02/10/2012
	** 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.
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.

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POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Fabrinet
(the "Company"), hereby constitutes and appoints Toh-Seng Ng,
Andrew Chew and Wilson Sonsini Goodrich & Rosati, P.C.
and each of them, the undersigned's true and lawful
attorney-in-fact to:

1. complete and execute Forms ID, 3, 4, and 5 and other forms
and all amendments thereto as such attorney-in-fact shall in his
discretion determine to be required or advisable pursuant
to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a
consequence of the undersigned's ownership, acquisition or
disposition of securities of the Company; and

2. do all acts necessary in order to file such forms with the Securities
and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the
attorney-in-fact shall deem appropriate.

   The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with the Securities Exchange Act of 1934
(as amended).

   This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms ID, 3, 4, and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 6th day of February, 2012.


Signature: /s/ Paul Kalivas
Name:  Paul Kalivas