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^*

MCCRANIE J DANIEL

(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 Holdings I, Ltd. [ FSL ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012

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⁽¹⁾⁽²⁾	04/02/2012		A		2,840⁽³⁾	A	$0	12,529	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)	$15.41	04/02/2012		A		12,810		⁽⁴⁾	04/02/2019	Common Shares	12,810	$0	12,810	D

Explanation of Responses:

1. J. Daniel McCranie was appointed to the Issuer's board of directors by but is not affiliated with any of TPG Partners IV-AIV, L.P. ("Partners IV"), TPG Partners V-AIV, L.P. ("Partners V"), TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B" and, together with Partners IV, Partners V and TPG FOF A, collectively, the "TPG Funds"), which in the aggregate hold (1) 999,999 Class A limited partnership interests in Freescale Holdings L.P., the direct holder of 196,136,895 Common Shares of the Issuer and the right to purchase 9,534,587 Common Shares of the Issuer pursuant to a warrant agreement, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Freescale Holdings L.P.

2. Mr. McCranie disclaims beneficial ownership of all of the Common Shares of the Issuer that is or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. McCranie is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

3. Reflects the award of restricted share units that vest at the rate of 25% per year on each anniversary of the April 2, 2012 grant date so that the award is fully vested on the fourth anniversary of the grant date (in each case subject to the terms of the Reporting Person's award agreement).

4. The options vest at the rate of 25% per year on each anniversary of the April 2, 2012 grant date so that the option is fully vested on the fourth anniversary of the grant date (in each case subject to the terms of the Reporting Person's award agreement).

	/s/ J. Daniel McCranie by Dathan C. Voelter under Power of Attorney	04/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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