SEC Form 4 · accession 0001127602-15-033647
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
Dec 7, 2015
Accepted (ET)
Dec 9, 2015 · 6:45 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 SharesF1 | Dec 7, 2015 | A | 25,162 | $0.00 | A | 68,692 | D | |
| Common SharesF2 | Dec 7, 2015 | A | 22,773 | $0.00 | A | 91,465 | D | |
| Common SharesF3 | Dec 7, 2015 | A | 17,256 | $0.00 | A | 108,721 | D | |
| Common SharesF4 | Dec 7, 2015 | D | 108,721 | — | D | 0 | 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)F5 | $24.63 | Dec 7, 2015 | D | 28,824 | D | — | Jan 5, 2022 | Common Shares | 28,824 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $15.37 | Dec 7, 2015 | D | 26,253 | D | — | Jan 5, 2021 | Common Shares | 26,253 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $13.91 | Dec 7, 2015 | D | 16,910 | D | — | Apr 2, 2020 | Common Shares | 16,910 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $9.47 | Dec 7, 2015 | D | 21,775 | D | — | Oct 1, 2019 | Common Shares | 21,775 | 0 | D |
Explanation of responses
- F1Reflects the award of restricted share units which vest on April 2, 2016, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- F2Reflects the award of restricted share units which vest on January 5 2017, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- F3Reflects the award of restricted share units which vest on January 5, 2018, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- F4Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each common share of the Issuer the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive 0.3521 (the "Exchange Ratio") of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") plus $6.25 in cash, without interest (together with cash in lieu of fractional Freescale Shares). As of the close of trading on December 7, 2015, the market price of NXP Ordinary Shares was $86.25 per share.
- F5This option was assumed by NXP in connection with the Merger, and automatically converted into an option to purchase the number of NXP Ordinary Shares equal to the sum of: (A) the product of the number of Freescale Shares subject to the option and the Exchange Ratio and (B) the product of (1) the number of Freescale Shares subject to the option and (2) $6.25 divided by the five day average trading price of NXP Ordinary Shares prior to the closing of the Merger (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. The Merger constituted a change in control under the terms of the option and the vesting of the option was accelerated in full.