SEC Form 4 · accession 0001628280-16-021820

SunEdison Semiconductor Ltd · SEMI

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

Reporting owner

Shaker Sadasivam

Officer — CEO

Period of report

Dec 2, 2016

Accepted (ET)

Dec 6, 2016 · 4:15 pm EST

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^F1	Dec 2, 2016	J	12,167	$12.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2,F3	—	Dec 2, 2016	D	0	D	—	—	Ordinary Shares	96,154	D
Restricted Stock Units^F2,F4	—	Dec 2, 2016	D	0	D	—	—	Ordinary Shares	9,265	D
Restricted Stock Units^F2,F5	—	Dec 2, 2016	D	0	D	—	—	Ordinary Shares	26,250	D
Restricted Stock Units^F2,F6	—	Dec 2, 2016	D	0	D	—	—	Ordinary Shares	61,600	D
Employee Share Option (right to buy)^F8,F7	$3.30	Dec 2, 2016	D	32,713	D	—	Apr 25, 2022	Ordinary Shares	32,713	D
Employee Share Option (right to buy)^F8,F9	$11.11	Dec 2, 2016	D	16,048	D	—	Apr 27, 2021	Ordinary Shares	16,048	D
Employee Share Option (right to buy)^F8,F10	$1.68	Dec 2, 2016	D	17,447	D	—	Jul 24, 2022	Ordinary Shares	17,447	D
Employee Share Option (right to buy)^F8,F10	$3.12	Dec 2, 2016	D	21,460	D	—	Sep 18, 2022	Ordinary Shares	21,460	D
Employee Share Option (right to buy)^F8,F11	$9.15	Dec 2, 2016	D	39,255	D	—	Jul 18, 2023	Ordinary Shares	39,255	D
Employee Share Option (right to buy)^F8,F12	$6.28	Dec 2, 2016	D	0	D	—	Apr 1, 2026	Ordinary Shares	326,700	D

Explanation of responses

F1Pursuant to the Implementation Agreement (the "Implementation Agreement"), dated as of August 17, 2016, by and among SunEdison Semiconductor Limited (the "Company"), GlobalWafers Co., Ltd. ("GWC") and GWafers Singapore Pte. Ltd. ("Acquiror") and Scheme of Arrangement under Singapore law, Acquiror acquired all of the outstanding ordinary shares of the Company (including those of Mr. Sadasivam, but excluding those held by GWC, Acuiror and their subsidiaries) in exchange for a cash payment of $12.00 per share on December 2, 2016.
F10This option vested in full on March 19, 2015.
F11This option vested in full on the first anniversary of the date that the Company's compensation committee determined that the corresponding combined EBITDA target was achieved for either of 2014 or 2015.
F12326,700 derivative securities disposed of.
F2Restricted stock units ("RSUs") granted under the Company's 2014 Long-Term Incentive Plan (the "LTIP"). Each RSU represented a contingent right to receive an ordinary share of the Company
F3The RSUs were granted on May 28, 2014, and would have vested in full upon achievement of a performance criteria. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU, assuming achievement of the performance goal at 100% of target level.
F4The RSUs were granted on June 13, 2014 and were scheduled to vest in equal installments on the third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.
F5The RSUs were granted on June 11, 2015 and were scheduled to vest in equal installments on the second, third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU
F6The RSUs were granted on April 1, 2016 and were scheduled to vest in four equal installments commencing on the first anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.
F7This option was scheduled to vest in two equal annual installments commencing April 25, 2015.
F8This option, granted under the LTIP, became fully vested (to the extent not already fully vested) and terminated in its entirety pursuant to the Implementation Agreement in exchange for a cash payment equal to the product of (i) $12.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.
F9This option vested in full on April 27, 2015