SEC Form 4 · accession 0001628280-16-021894

SunEdison Semiconductor Ltd · SEMI

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

Reporting owner

Jeffrey Hall

Officer — EVP and CFO

Period of report

Dec 2, 2016

Accepted (ET)

Dec 8, 2016 · 2:29 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	9,536	$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	57,692	D	—	—	Ordinary Shares	57,692	D
Restricted Stock Units^F2,F4	—	Dec 2, 2016	D	27,000	D	—	—	Ordinary Shares	27,000	D
Restricted Stock Units^F2,F5	—	Dec 2, 2016	D	11,485	D	—	—	Ordinary Shares	11,485	D
Restricted Stock Units^F2,F6	—	Dec 2, 2016	D	3,432	D	—	—	Ordinary Shares	3,432	D
Restricted Stock Units^F2,F6	—	Dec 2, 2016	D	6,863	D	—	—	Ordinary Shares	6,863	D
Employee Share Option (right to buy)^F7	$6.28	Dec 2, 2016	D	143,000	D	—	Apr 1, 2026	Ordinary Shares	143,000	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 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 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.
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 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.
F7This option was scheduled to vest in four equal annual installments commencing on April 1, 2017.