On February 6, 2013, Fabrinet entered into Amendment No. 1 to Registration Rights Agreement (the "Amendment") with Asia Pacific Growth Fund III, L.P., H&Q Asia Pacific, Ltd., the David T. Mitchell Separate Property Trust, the Gabriel T. Mitchell Trust, the Alexander T. Mitchell Trust and the Sean T. Mitchell Trust, pursuant to which the parties agreed to amend the Registration Rights Agreement dated June 22, 2010 (the "Agreement"), to extend the period that Fabrinet will keep the registration statement on Form S-3 (File No. 333-178722) effective until July 26, 2015 or, if earlier, until the holders of registrable securities under the Agreement have completed the distribution related thereto.

The foregoing description of the Amendment is qualified in its entirety by reference thereto, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit
No.          Description

4.1          Amendment No. 1 to Registration Rights Agreement, dated February 6,
             2013, among Fabrinet, Asia Pacific Growth Fund III, L.P., H&Q Asia
             Pacific, Ltd., the David T. Mitchell Separate Property Trust, the
             Gabriel T. Mitchell Trust, the Alexander T. Mitchell Trust and the
             Sean T. Mitchell Trust