SEC Form 4 · accession 0001209191-15-041104

Freescale Semiconductor, Ltd. · FSL

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

Reporting owner

Permira IV Managers LP

Director · 10% Owner

Period of report

May 7, 2015

Accepted (ET)

May 11, 2015 · 4:19 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	See footnote
Common Shares^F1,F2	May 7, 2015	S	8,691,432	$39.62	D	196,980,050	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^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.
F2The Reporting Person may be deemed to be a beneficial owner of these securities via entities that are directly or indirectly controlled by the Reporting Person and which in the aggregate hold (1) 1,363,749 Class A limited partnership interests in Holdings L.P., the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Holdings L.P. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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 share of Common Shares of the Issuer, exercisable immediately.

Remarks

The Reporting Person is filing this statement as a director because Thomas H. Lister, a member of Permira Advisers LLC and Peter Smitham, a member of Permira Advisers, LLP, both of which entities are advisers to the Reporting Person, are serving on the Issuer's board of directors. 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 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.