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