SEC Form 4 · accession 0001127602-15-001388
Freescale Semiconductor, Ltd. · FSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey R Elson
Officer — SVP, HR and Security
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 7:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001392522
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | Jan 5, 2015 | M | 8,751 | $15.37 | A | 61,015 | D | |
| Common SharesF2 | Jan 5, 2015 | S | 8,751 | $25.1375 | D | 52,264 | D | |
| Common SharesF3 | Jan 5, 2015 | A | 11,504 | $0.00 | A | 63,768 | D | |
| Common SharesF5 | Jan 6, 2015 | S | 1,081 | $24.1627 | D | 62,687 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F6 | $15.37 | Jan 5, 2015 | M | 8,751 | D | — | Jan 5, 2021 | Common Shares | 8,751 | 26,253 | D |
| Employee Stock Option (Right to Buy)F7 | $24.63 | Jan 5, 2015 | A | 28,824 | A | — | Jan 5, 2022 | Common Shares | 28,824 | 28,824 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2014.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.32, inclusive. The reporting person undertakes to provide to Freescale Semiconductor, Ltd., any security holder of Freescale Semiconductor, Ltd., or staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Reflects the award of restricted share units that vest at the rate of 25% per year on each anniversary of January 5, 2015 grant date so that the award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).
- F4Shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted share unit award.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.16 to $24.165, inclusive. The reporting person undertakes to provide to Freescale Semiconductor, Ltd., any security holder of Freescale Semiconductor, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The employee stock option, granted on January 5, 2014, granted Mr. Elson the right to purchase up to 35,004 shares, and vests at the rate of 25% per year on each anniversary of the grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).
- F7The employee stock option vests at the rate of 25% per year on each anniversary of the January 5, 2015 grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).