SEC Form 4 · accession 0001209191-15-005777
SunEdison Semiconductor Ltd · SEMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Anthony Kauffmann
Officer — SENIOR VP - GLOBAL SALES
Period of report
Jan 20, 2015
Accepted (ET)
Jan 22, 2015 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585854
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Share Option (right to buy)F2,F3,F1 | $9.15 | Jan 20, 2015 | A | 981 | A | — | Jul 18, 2023 | Ordinary Shares | 981 | 981 | D |
| Restricted Stock UnitsF2,F3,F4,F5 | — | Jan 20, 2015 | A | 491 | A | — | — | Ordinary Shares | 491 | 491 | D |
| Employee Share Option (right to buy)F2,F3,F6 | $3.30 | Jan 20, 2015 | A | 1,309 | A | — | Apr 25, 2022 | Ordinary Shares | 1,309 | 1,309 | D |
| Restricted Stock UnitsF2,F3,F4,F7 | — | Jan 20, 2015 | A | 654 | A | — | — | Ordinary Shares | 654 | 654 | D |
| Employee Share Option (right to buy)F2,F3,F8 | $11.11 | Jan 20, 2015 | A | 837 | A | — | Apr 27, 2021 | Ordinary Shares | 837 | 837 | D |
| Employee Share Option (right to buy)F2,F3,F9 | $3.12 | Jan 20, 2015 | A | 3,664 | A | — | Sep 18, 2022 | Ordinary Shares | 3,664 | 3,664 | D |
| Employee Share Option (right to buy)F2,F3,F10 | $1.68 | Jan 20, 2015 | A | 2,966 | A | — | Jul 24, 2022 | Ordinary Shares | 2,966 | 2,966 | D |
| Restricted Stock UnitsF2,F3,F4,F11 | — | Jan 20, 2015 | A | 131 | A | — | — | Ordinary Shares | 131 | 131 | D |
Explanation of responses
- F1Employee Share Option will vest as follows: 327 options will vest on each of July 18, 2015, July 18, 2016 and July 18, 2017.
- F10The Employee Share Option will vest in full on March 19, 2015.
- F11The restricted stock units will vest in full on April 27, 2015.
- F2The Employee Share Option or restricted stock unit, as applicable, was issued in connection with a share exchange program adopted by the board of directors of SunEdison Semiconductor Limited (the "Company"). Pursuant to the share exchange program, each employee of the Company who had received options to purchase common stock or restricted stock units of SunEdison, Inc., the Company's former parent company ("SunEdison), was eligible to receive an exchange grant of options to purchase ordinary shares or restricted share units of the Company, as applicable, which exchange grant generally preserved the value of the original awards.
- F3(Continued from Footnote 2) This exchange was effected when SunEdison ceased to own more than 50% of the Company on January 20, 2015, at which time the Company's employees would have otherwise been deemed to have a termination of employment from SunEdison under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) without compensation in accordance with the terms of such plans.
- F4Each restricted stock unit represents a contingent right to receive one ordinary share of the Company.
- F5The restricted stock units will vest as follows: 164 restricted stock units will vest on each of July 18, 2015 and July 18, 2016 and 163 restricted stock units will vest on July 18, 2017.
- F6The Employee Share Option will vest as follows: 655 options will vest on April 25, 2015 and 654 options will vest on April 25, 2016.
- F750% of the restricted stock units will vest on each of April 25, 2015 and April 25, 2016.
- F8The Employee Share Option will vest in full on April 27, 2015.
- F9The Employee Share Option will vest in full on March 19, 2015.