SEC Form 4 · accession 0001628280-15-002985
SunEdison Semiconductor Ltd · SEMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Anthony Kauffmann
Officer — VP-Global Sales
Period of report
Apr 25, 2015
Accepted (ET)
Apr 28, 2015 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585854
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Apr 25, 2015 | M | 327 | $23.02 | A | 327 | D | |
| Ordinary SharesF1 | Apr 25, 2015 | F | 106 | $23.02 | D | 221 | D | |
| Ordinary Shares | Apr 27, 2015 | M | 131 | $22.50 | A | 352 | D | |
| Ordinary SharesF1 | Apr 27, 2015 | F | 48 | $22.50 | D | 304 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | — | Apr 25, 2015 | M | 327 | D | — | — | Ordinary Shares | 327 | 327 | D |
| Restricted Stock UnitsF4,F2,F3 | — | Apr 27, 2015 | M | 131 | D | — | — | Ordinary Shares | 131 | 131 | D |
Explanation of responses
- F1Represents ordinary shares underlying vested restricted stock units that are being withheld to satisfy the tax liability that arose upon vesting of the restricted stock units.
- F2Each restricted stock unit represents a contingent right to receive one ordinary share of the Company. This transaction represents the settlement of vested restricted stock units in ordinary shares.
- F3The remaining restricted stock units vest in full on April 25, 2016.
- F4The restricted stock unit 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 restricted stock units of SunEdison, Inc., the Company's former parent company ("SunEdison"), was eligible to receive an exchange grant of restricted share units of the Company, which exchange grant generally preserved the value of the original awards. The exchange was affected when SunEdison ceased to own 50% of the Company on January 20, 2015, at which time the Company's employees would have other otherwise been deemed to have a termination of employment from SunEdison under its various equity incentive plans and all of their invested SunEdison restricted stock units would have been forfeited without compensation in accordance with the terms of the plans.