SEC Form 4 · accession 0001209191-15-041103
Freescale Semiconductor, Ltd. · FSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 7, 2015
Accepted (ET)
May 11, 2015 · 4:18 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 SharesF1,F2 | May 7, 2015 | X | 9,534,587 | $36.12 | A | 205,671,482 | D | |
| Common SharesF1,F2 | May 7, 2015 | S | 8,691,432 | $39.62 | D | 196,980,050 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3 | $36.12 | May 7, 2015 | X | 9,534,587 | D | — | — | Common Shares | 9,534,587 | 0 | D |
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.
- F2Freescale Holdings GP, Ltd. is the general partner of Holdings L.P.
- F3On December 1, 2006, the Issuer issued and granted to Holdings L.P. pursuant to the Warrant Agreement, subject to customary 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.