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Filing Details

Accession Number:: 0001127602-15-016874
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-11 18:39:39
Reporting Period:: 2015-05-07

Filing Date:: 2015-05-11
Accepted Time:: 2015-05-11 18:39:39
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	Insider Title	Director	Officer	Large Shareholder	Other
1217271	H Thomas Lister	C/O Freescale Semiconductor, Inc. 6501 William Cannon Drive West Austin TX 78735		Yes	No	No	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	Footnote
Common Shares	Disposition	2015-05-07	8,691,432	$39.62	196,980,050	No	4	S	Indirect	Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Warrant	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.
These Issuer securities are held by Holdings L.P. and may be deemed to be beneficially owned by funds advised by Permira Advisers LLC through direct and indirect interests in Holdings L.P. Permira IV Managers L.P. has filed a separate Form 4 reporting such beneficial ownership and Mr. Lister, Co-Managing Partner of Permira and a member of Permira Advisers LLC, may be deemed to have beneficial ownership of those securities on the basis of his relationship with Permira IV Managers L.P. Mr. Lister disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein, if any. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, Mr. Lister is the beneficial owner of any securities reported herein.
On December 1, 2006, the Issuer issued and granted to Freescale Holdings L.P. pursuant to a warrant agreement (the "Warrant"), subject to 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.