0001628280-16-021894.txt : 20161208 0001628280-16-021894.hdr.sgml : 20161208 20161208142931 ACCESSION NUMBER: 0001628280-16-021894 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161202 FILED AS OF DATE: 20161208 DATE AS OF CHANGE: 20161208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SunEdison Semiconductor Ltd CENTRAL INDEX KEY: 0001585854 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 463556980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 501 PEARL DRIVE CITY: ST. PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: (636) 474-5000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE CITY: ST. PETERS STATE: MO ZIP: 63376 FORMER COMPANY: FORMER CONFORMED NAME: SunEdison Semiconductor Pte. Ltd. DATE OF NAME CHANGE: 20140210 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON SEMICONDUCTOR, INC. DATE OF NAME CHANGE: 20131216 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON SEMICONDUCTOR, LLC DATE OF NAME CHANGE: 20131211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hall Jeffrey CENTRAL INDEX KEY: 0001299172 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36460 FILM NUMBER: 162041172 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE STREET 2: (CITY OF O'FALLON) CITY: ST. PETERS STATE: MO ZIP: 63376 4 1 wf-form4_148122535718781.xml FORM 4 X0306 4 2016-12-02 1 0001585854 SunEdison Semiconductor Ltd SEMI 0001299172 Hall Jeffrey C/O SUNEDISON SEMICONDUCTOR LIMITED 501 PEARL DRIVE ST. PETERS MO 63376 0 1 0 0 EVP and CFO Ordinary Shares 2016-12-02 4 J 0 9536 12 D 0 D Restricted Stock Units 2016-12-02 4 D 0 57692 0 D Ordinary Shares 57692.0 0 D Restricted Stock Units 2016-12-02 4 D 0 27000 0 D Ordinary Shares 27000.0 0 D Restricted Stock Units 2016-12-02 4 D 0 11485 0 D Ordinary Shares 11485.0 0 D Restricted Stock Units 2016-12-02 4 D 0 3432 0 D Ordinary Shares 3432.0 0 D Restricted Stock Units 2016-12-02 4 D 0 6863 0 D Ordinary Shares 6863.0 0 D Employee Share Option (right to buy) 6.28 2016-12-02 4 D 0 143000 D 2026-04-01 Ordinary Shares 143000.0 0 D Pursuant 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. Restricted 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. The 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. The 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. The 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 The 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. This option was scheduled to vest in four equal annual installments commencing on April 1, 2017. Sally H. Townsley, under Power of Attorney 2016-12-07