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Filing Details

Accession Number:: 0001209191-15-041306
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-11 18:24:41
Reporting Period:: 2015-05-07

Filing Date:: 2015-05-11
Accepted Time:: 2015-05-11 18:24:41
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
1475444	Tc Group Cayman Investment Holdings, L.p.	C/O Intertrust Corporate Services 190 Elgin Avenue George Town E9 KY1-9005	No	No	Yes	No
1527166	L.p. Group Carlyle	C/O The Carlyle Group 1001 Pennsylvania Ave. Nw, Suite 220S Washington DC 20004-2505	No	No	Yes	No
1548624	L.l.c. Management Group Carlyle	C/O The Carlyle Group 1001 Pennsylvania Ave. Nw, Suite 220S Washington DC 20004-2505	No	No	Yes	No
1548629	L.l.c. Gp Ii Holdings Carlyle	C/O The Carlyle Group 1001 Pennsylvania Ave. Nw, Suite 220S Washington DC 20004-2505	No	No	Yes	No
1548630	L.p. Ii Holdings Carlyle	C/O The Carlyle Group 1001 Pennsylvania Ave. Nw, Suite 220S Washington DC 20004-2505	No	No	Yes	No
1548636	L.p. Sub Holdings Investment Cayman Group Tc	C/O Intertrust Corporate Services 190 Elgin Avenue George Town E9 KY1-9005	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 Shares	Acquisiton	2015-05-07	9,534,587	$36.12	205,671,482	No	4	X	Indirect	See footnotes
Common Shares	Disposition	2015-05-07	8,691,432	$39.62	196,980,050	No	4	S	Indirect	See footnotes

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

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

On May 7, 2015, Freescale Holdings L.P. ("Holdings L.P.") exercised on a net basis the warrant (the "Warrant") held by it pursuant to the Warrant Agreement, dated as of December 1, 2006, between the Issuer and Holdings L.P. (the "Warrant Agreement"), resulting in an issuance of 843,155 Common Shares of the Issuer to Holdings L.P. Holdings L.P. paid the exercise price on a cashless basis, resulting in the withholding of 8,691,432 Common Shares of the Issuer to pay the exercise price and in an issuance of 843,155 Common Shares of the Issuer to Holdings L.P.
The Reporting Persons may be deemed to be beneficial owners of these securities via entities that are directly or indirectly controlled by TC Group Cayman Investment Holdings Sub L.P. and which in the aggregate hold (1) 1,125,000 Class A limited partnership interests in Holdings L.P., the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Holdings L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein, if any.
Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P.
On December 1, 2006, the Issuer issued and granted to Holdings L.P., pursuant to the Warrant Agreement, subject to customary anti-dilution adjustment pursuant to the terms of the Warrant and certain other adjustments as described therein, the right to purchase 9,534,587 shares of Common Shares of the Issuer, exercisable immediately.