Sec Form 13D Filing - Francisco Partners LP filing for Ultra Clean Holdings Inc. (UCTT) - 2007-02-22

     This statement on Schedule 13D is being filed on behalf of Francisco Partners GP LLC, Francisco Partners, L.P. and FP-Ultra Clean, L.L.C. (together with Francisco Partners GP, LLC and Francisco Partners, L.P., “FP”) to amend the Schedule 13D filed on behalf of FP; Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”); Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust Under Agreement dated June 4, 2004 (the “Joshua Trust”); David Hongyu Wu and Winnie Wei Zhen Wu, as trustees of the Chen Minors Irrevocable Trust (the “Chen Minors Trust”); Joe Chen and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002 (the “Chen Revocable Trust”); Victor Mezhvinsky; and Frank Moreman (other than FP, the Mezhvinsky Living Trust, the Joshua Trust, the Chen Minors Trust, the Chen Revocable Trust and Victor Mezhvinsky, the “Other Shareholders”) with respect to the shares of common stock, par value $.001 of Ultra Clean Holdings, Inc. (the “Common Stock”). All information in this amended Schedule 13D is being supplied solely by FP and only FP shall be deemed responsible for the accuracy of such information. The shares reported herein do not reflect any shares held by the Other Shareholders because FP no longer owns any shares that are subject to the Stockholders’ Agreement previously described in the statement on Schedule 13D to which this amended Schedule 13D relates.

   Item 1. Security and Issuer.

     This statement on Schedule 13D/A relates to the shares of Common Stock, par value $0.001, of Ultra Clean Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 150 Independence Drive, Menlo Park, California 94025.

   Item 2. Identity and Background.

     (a) This statement is being filed by FP.

     (b) The principal addresses of FP are:

Francisco Partners GP, LLC, a Delaware limited liability company (“FPGP”)
Francisco Partners L.P., a Delaware limited partnership (“FPLP”)
FP-Ultra Clean, L.L.C., a Delaware limited liability company (“FP-Ultra Clean”)

2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025

FPGP is the managing member of FP-Ultra Clean and the general partner of FPLP. FP-Ultra Clean was the record and beneficial owner of the shares of Common Stock in respect of which this amended Schedule 13D is being filed. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of FPGP and FPLP may have been deemed the beneficial owner of the shares of Common Stock in respect of which this amended Schedule 13D is being filed.

     (c) During the last five years, none of FPGP, FPLP and FP-Ultra Clean has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (d) During the last five years, none of FPGP, FPLP and FP-Ultra Clean has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

   Item 3. Source and Amount of Funds or Other Consideration.

     FP-Ultra Clean purchased, prior to the 2004 initial public offering of the Common Stock, all shares of Common Stock that it used to hold. FP reported its acquisition of shares of Common Stock on Schedule 13G filed with the Securities and Exchange Commission on October 13, 2004.

   Item 4. Purpose of Transaction.

     On February 16, 2007, FP sold 74,728 shares of Common Stock and on February 20, 2007, FP sold 1,924,935 shares of Common Stock which together constitutes all of the shares of Common Stock that FP held before the sales. FP no longer owns any shares of Common Stock.

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