SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Elson Jeffrey R

(Last)

(First)

(Middle)

C/O FREESCALE SEMICONDUCTOR, INC.

6501 WILLIAM CANNON DRIVE WEST

(Street)

AUSTIN

78735

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Freescale Semiconductor, Ltd. [ FSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, HR and Security

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/07/2015		A		25,162⁽¹⁾	A	$0	68,692	D
Common Shares	12/07/2015		A		22,773⁽²⁾	A	$0	91,465	D
Common Shares	12/07/2015		A		17,256⁽³⁾	A	$0	108,721	D
Common Shares	12/07/2015		D		108,721	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$24.63	12/07/2015		D			28,824	⁽⁵⁾	01/05/2022	Common Shares	28,824	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$15.37	12/07/2015		D			26,253	⁽⁵⁾	01/05/2021	Common Shares	26,253	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$13.91	12/07/2015		D			16,910	⁽⁵⁾	04/02/2020	Common Shares	16,910	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$9.47	12/07/2015		D			21,775	⁽⁵⁾	10/01/2019	Common Shares	21,775	⁽⁵⁾	0	D

Explanation of Responses:

1. Reflects the award of restricted share units which vest on April 2, 2016, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.

2. Reflects the award of restricted share units which vest on January 5 2017, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.

3. Reflects the award of restricted share units which vest on January 5, 2018, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.

4. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each common share of the Issuer the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive 0.3521 (the "Exchange Ratio") of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") plus $6.25 in cash, without interest (together with cash in lieu of fractional Freescale Shares). As of the close of trading on December 7, 2015, the market price of NXP Ordinary Shares was $86.25 per share.

5. This option was assumed by NXP in connection with the Merger, and automatically converted into an option to purchase the number of NXP Ordinary Shares equal to the sum of: (A) the product of the number of Freescale Shares subject to the option and the Exchange Ratio and (B) the product of (1) the number of Freescale Shares subject to the option and (2) $6.25 divided by the five day average trading price of NXP Ordinary Shares prior to the closing of the Merger (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. The Merger constituted a change in control under the terms of the option and the vesting of the option was accelerated in full.

	/s/ Jeffrey R. Elson by Dathan C. Voelter under Power of Attorney	12/09/2015
	** Signature of Reporting Person	Date
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