SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sykes Eslie C

(Last)

(First)

(Middle)

C/O FLEXTRONICS INTERNATIONAL USA, INC.

847 GIBRALTAR DRIVE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2012

3. Issuer Name and Ticker or Trading Symbol
FLEXTRONICS INTERNATIONAL LTD. [ FLEX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, I&EI

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	273,596⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/13/2013	Ordinary Shares	30,000	$7.53	D
Stock Option (Right to Buy)	⁽³⁾	08/11/2016	Ordinary Shares	233,333	$5.57	D
Stock Option (Right to Buy)	⁽²⁾	08/11/2016	Ordinary Shares	188,569	$5.57	D
Stock Option (Right to Buy)	⁽⁴⁾	12/05/2015	Ordinary Shares	128,750	$2.26	D

Explanation of Responses:

1. Includes 65,000 unvested Restricted Stock Units, which vest in two equal annual installments beginning on June 15, 2013; and 90,000 unvested Restricted Stock Units, which will vest in four annual installments of 10%, 20%, 30%, and 40%, respectively, starting on June 3, 2012.

2. Immediately exercisable.

3. Consists of 196,874 shares subject to an option to purchase ordinary shares of the Issuer's stock are immediately exercisable and 36,459 shares subject to an option to purchase ordinary shares of the Issuer's stock will vest and become exercisable in five equal monthly installments beginning on April 11, 2012.

4. Consists of 128,750 shares subject to an option to purchase ordinary shares of the Issuer's stock which will vest in full and become exercisable on December 5, 2012.

	/s/ Eslie C Sykes, by Susan Marsch as attorney-in-fact	04/10/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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