SEC Form 4 · accession 0001209191-15-005782
SunEdison Semiconductor Ltd · SEMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shaker Sadasivam
Officer — See Remarks · Director
Period of report
Jan 20, 2015
Accepted (ET)
Jan 22, 2015 · 4:17 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 | $3.30 | Jan 20, 2015 | A | 32,713 | A | — | Apr 25, 2022 | Ordinary Shares | 32,713 | 32,713 | D |
| Employee Share Option (right to buy)F2,F3,F4 | $11.11 | Jan 20, 2015 | A | 16,048 | A | — | Apr 27, 2021 | Ordinary Shares | 16,048 | 16,048 | D |
| Employee Share Option (right to buy)F2,F3,F5 | $3.12 | Jan 20, 2015 | A | 21,460 | A | — | Sep 18, 2022 | Ordinary Shares | 21,460 | 21,460 | D |
| Employee Share Option (right to buy)F2,F3,F5 | $1.68 | Jan 20, 2015 | A | 17,447 | A | — | Jul 24, 2022 | Ordinary Shares | 17,447 | 17,447 | D |
| Employee Share Option (right to buy)F2,F3,F6 | $9.15 | Jan 20, 2015 | A | 39,255 | A | — | Jul 18, 2023 | Ordinary Shares | 39,255 | 39,255 | D |
Explanation of responses
- F150% of the Employee Share Option will vest on each of April 25, 2015 and April 25, 2016.
- F2The Employee Share Option 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.
- F4The Employee Share Option will vest in full on April 27, 2015.
- F5The Employee Share Option will vest in full on March 19, 2015.
- F6The Employee Share Option is a performance based grant that will vest, if at all, on the first anniversary of the date when the Company's compensation committee has determined that the corresponding combined EBITDA target has been achieved for either of 2014 or 2015.
Remarks
President, Chief Executive Officer