SEC Form 4 · accession 0001127602-15-016874

Freescale Semiconductor, Ltd. · FSL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas H Lister

Director

Period of report

May 7, 2015

Accepted (ET)

May 11, 2015 · 6:39 pm EDT

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^F1,F2	May 7, 2015	X	9,534,587	$36.12	A	205,671,482	I	Footnote
Common Shares^F1,F2	May 7, 2015	S	8,691,432	$39.62	D	196,980,050	I	Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant^F2,F3	$36.12	May 7, 2015	X	9,534,587	D	—	—	Common Shares	9,534,587	0	I

Explanation of responses

F1On 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.
F2These 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.
F3On 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.