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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FREESCALE SEMICONDUCTOR INC.
Shares of Class A Common Stock, $0.01 par value
35687M107
February 17, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
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13G/A | ||||||
CUSIP No. 35687M107 | ||||||
1. | Name of Reporting Person: Greenlight Capital, L.L.C. |
I.R.S. Identification Nos. of above persons (entities only): 13-3886851 |
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2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 9,566,450 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 9,566,450 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 9,566,450 |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. | Percent of Class Represented by Amount in Row (9): 7.4% | |||||
12. | Type of Reporting Person: OO | |||||
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13G/A | ||||||
CUSIP No. 35687M107 | 13-3871632 | |||||
1. | Name of Reporting Person: Greenlight Capital, Inc. |
I.R.S. Identification Nos. of above persons (entities only): 13-3871632 |
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2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 1,929,800 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 1,929,800 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,929,800 |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. | Percent of Class Represented by Amount in Row (9): 1.5% | |||||
12. | Type of Reporting Person: CO | |||||
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13G/A | ||||||
CUSIP No. 35687M107 | 20-1365209 | |||||
1. | Name of Reporting Person: Greenlight Capital Advisors, L.L.C. |
I.R.S. Identification Nos. of above persons (entities only): 20-1365209 |
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2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 1,489,750 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 1,489,750 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,489,750 |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. | Percent of Class Represented by Amount in Row (9): 1.1% | |||||
12. | Type of Reporting Person: OO | |||||
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13G/A | ||||||
CUSIP No. 35687M107 | ||||||
1. | Name of Reporting Person: David Einhorn |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: U.S. Citizen |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 12,986,000 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 12,986,000 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 12,986,000 |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. | Percent of Class Represented by Amount in Row (9): 10.0% | |||||
12. | Type of Reporting Person: IN | |||||
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AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment No. 2 to Schedule 13G (the Schedule 13G) relating to the shares of Class A Common Stock of Freescale Semiconductor Inc., a Delaware corporation (the Issuer), is being filed with the Securities and Exchange Commission (the Commission) as an amendment to the Schedule 13G originally filed on August 11, 2004 (the Original 13G), as amended by Amendment No. 1 filed with the Commission on February 14, 2005. This statement is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (Greenlight LLC), Greenlight Capital, Inc., a Delaware corporation (Greenlight Inc.), Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (Greenlight Advisors, and together with Greenlight LLC and Greenlight Inc, Greenlight), and Mr. David Einhorn, principal of Greenlight (collectively, with Greenlight, the Reporting Persons).
This Amendment relates to the sale of 7,750,000 shares of Class A Common Stock, $0.01 par value (the Common Shares), of the Issuer by Greenlight from the account of (i) Greenlight Capital, L.P. (Greenlight Fund), of which Greenlight LLC is the general partner and (ii) Greenlight Capital Offshore, Ltd. (Greenlight Offshore), to which Greenlight Inc. acts as investment advisor, and the simultaneous purchase of 7,750,000 shares of Class B Common Stock, $0.01 par value, for the account of (i) Greenlight Capital Offshore, Ltd. (Greenlight Offshore), to which Greenlight Inc. acts as investment advisor, and (ii) any managed accounts for which Greenlight Advisors acts as investment advisor.
Item 4 Ownership.
Item 4 of the Original 13G is hereby amended and restated in its entirety as follows:
(a) | Greenlight and Mr. Einhorn are the beneficial owners of 12,986,000 Common Shares. | |||
(b) | Greenlight and Mr. Einhorn are the beneficial owners of 10.0% of the outstanding Class A Common Shares. This percentage is determined by dividing 12,986,000 by 130,121,341 the number of Class A Common Shares issued and outstanding as of October 29, 2004, as reported in the Form 10-Q filed on November 9, 2004 with the Securities and Exchange Commission. | |||
(c) | Greenlight has the sole power to vote and dispose of the 12,986,000 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 12,986,000 Common Shares beneficially owned by Greenlight. |
The filing of this Amendment to Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 12,986,000 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
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Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 22, 2005
Greenlight Capital, L.L.C. |
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By: | /s/ David Einhorn | |||
David Einhorn, Senior Managing Member | ||||
Greenlight Capital, Inc. |
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By: | /s/ David Einhorn | |||
David Einhorn, President | ||||
Greenlight Capital Advisors, L.L.C. |
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By: | /s/ David Einhorn | |||
David Einhorn, Senior Managing Member | ||||
/s/ David Einhorn | ||||
David Einhorn | ||||
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