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Filing Details

Accession Number:: 0000903423-15-000305
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-11 16:23:33
Reporting Period:: 2015-05-07

Filing Date:: 2015-05-11
Accepted Time:: 2015-05-11 16:23:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1392522	Freescale Semiconductor Ltd.	FSL	Semiconductors & Related Devices (3674)	980522138

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-05-07	9,534,587	$36.12	205,671,482	No	4	X	Indirect	See Explanation of Responses
Common Stock	Disposition	2015-05-07	8,691,432	$39.62	196,980,050	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Warrants	Disposition	2015-05-07	9,534,587	$0.00	9,534,587	$36.12

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	X	Indirect

Footnotes

David Bonderman and James G. Coulter are officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P. ("TPG Holdings"), which is (i) the sole shareholder of each of TPG GenPar IV-AIV Advisors, Inc. ("GenPar IV-AIV") and TPG GenPar V-AIV Advisors, Inc. ("GenPar V-AIV") and (ii) the sole member of TPG GenPar V Advisors, LLC ("GenPar V").
GenPar IV-AIV is the general partner of TPG GenPar IV-AIV, L.P., which is the general partner of TPG Partners IV-AIV, L.P. ("Partners IV"). GenPar V-AIV is the general partner of TPG GenPar V-AIV, L.P., which is the general partner of TPG Partners V-AIV, L.P. ("Partners V"). GenPar V is the general partner of TPG GenPar V, L.P. which is the general partner of both TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B" and, together with Partners IV, Partners V and TPG FOF A, individually, a "TPG Fund" and collectively the "TPG Funds"). The TPG Funds in the aggregate hold (1) 999,999 Class A limited partnership interests in Freescale Holdings L.P. ("Freescale Holdings"), the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Freescale Holdings.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
On May 7, 2015, Freescale Holdings exercised on a net basis the warrant held by it pursuant to the Warrant Agreement, dated as of December 1, 2006, between Freescale Semiconductor, Ltd (the "Issuer") and Freescale Holdings. Freescale Holdings paid the exercise price on a cashless basis, resulting in (a) the withholding of 8,691,432 Common Shares of the Issuer to pay the exercise price and (b) an issuance of 843,155 Common Shares of the Issuer to Freescale Holdings.