SEC Form 4 · accession 0001127602-15-033666

Freescale Semiconductor, Ltd. · FSL

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

Reporting owner

Brandon Tolany

Officer — SVP Chief Sales & Mktg Officer

Period of report

Dec 7, 2015

Accepted (ET)

Dec 9, 2015 · 7:08 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
Common Shares^F1	Dec 7, 2015	A	4,674	$0.00	A	58,280	D
Common Shares^F2	Dec 7, 2015	A	32,532	$0.00	A	90,812	D
Common Shares^F3	Dec 7, 2015	A	20,301	$0.00	A	111,113	D
Common Shares^F4	Dec 7, 2015	D	111,113	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5	$13.91	Dec 7, 2015	D	8,652	D	—	Apr 2, 2020	Common Shares	8,652	D
Employee Stock Option (Right to Buy)^F5	$15.41	Dec 7, 2015	D	7,500	D	—	Apr 2, 2019	Common Shares	7,500	D
Employee Stock Option (Right to Buy)^F5	$14.56	Dec 7, 2015	D	8,000	D	—	Feb 4, 2020	Common Shares	8,000	D
Employee Stock Option (Right to Buy)^F5	$6.3984	Dec 7, 2015	D	6,689	D	—	Dec 7, 2019	Common Shares	6,689	D
Employee Stock Option (Right to Buy)^F5	$12.44	Dec 7, 2015	D	7,200	D	—	Nov 7, 2018	Common Shares	7,200	D
Employee Stock Option (Right to Buy)^F5	$15.37	Dec 7, 2015	D	50,006	D	—	Jan 5, 2021	Common Shares	50,006	D
Employee Stock Option (Right to Buy)^F5	$24.63	Dec 7, 2015	D	33,911	D	—	Jan 5, 2022	Common Shares	33,911	D
Employee Stock Option (Right to Buy)^F5	$16.48	Dec 7, 2015	D	15,293	D	—	Oct 5, 2020	Common Shares	15,293	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.