SEC Form 4 · accession 0001628280-16-021833
SunEdison Semiconductor Ltd · SEMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Justine Lien
Director
Period of report
Dec 6, 2016
Accepted (ET)
Dec 6, 2016 · 6:51 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 SharesF1 | Dec 6, 2016 | J | 21,001 | $12.00 | D | 0 | 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 UnitsF2,F3 | — | Dec 6, 2016 | D | 6,250 | A | — | — | Ordinary Shares | 6,250 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Dec 6, 2016 | D | 14,844 | A | — | — | Ordinary Shares | 14,844 | 0 | 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.
- F2Restricted stock units ("RSUs") granted under the Company's 2014 Non-Employee Director Incentive Plan. Each RSU represented a contingent right to receive an ordinary share of the Company.
- F3The RSUs were granted on July 29, 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.
- F4The RSUs were granted on August 3, 2016 and were scheduled to vest in full on the first anniversary of the grant date. 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.