0001628280-16-021902.txt : 20161208
0001628280-16-021902.hdr.sgml : 20161208
20161208162916
ACCESSION NUMBER: 0001628280-16-021902
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161208
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: Holyoak Gary
CENTRAL INDEX KEY: 0001673848
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36460
FILM NUMBER: 162041746
MAIL ADDRESS:
STREET 1: 501 PEARL DRIVE
CITY: ST. PETERS
STATE: MO
ZIP: 63376
4/A
1
wf-form4a_148123254249730.xml
FORM 4/A
X0306
4/A
2016-12-08
2016-12-08
1
0001585854
SunEdison Semiconductor Ltd
SEMI
0001673848
Holyoak Gary
501 PEARL DRIVE
ST. PETERS
MO
63376
0
1
0
0
SVP-Global Sales & Marketing
Restricted Stock Units
2016-12-02
4
J
0
1688
12
D
0
D
Restricted Stock Units
2016-12-02
4
J
0
10000
0
D
Ordinary Shares
10000.0
0
D
Restricted Stock Units
2016-12-02
4
J
0
14500
0
D
Ordinary Shares
14500.0
0
D
Employee Share Option (right to buy)
6.28
2016-12-02
4
J
0
76600
D
2026-04-01
Ordinary Shares
76600.0
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 July 6, 2015 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.
The RSUs were granted on April 1, 2016 and were scheduled to vest in full on the first anniversary of the grant date. 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, 2016.
This option, granted under the LTIP, became fully vested (to the extent not already fully vested) and terminated in its entirety pursuant to the Implementation Agreement in exchange for a cash payment equal to the product of (i) $12.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.
Sally H. Townsley
2016-12-08