Sec Form 4 Filing - Hyzak Randy @ Freescale Semiconductor, Ltd. - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hyzak Randy
2. Issuer Name and Ticker or Trading Symbol
Freescale Semiconductor, Ltd. [ FSL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP & Chief Accounting Officer
(Last) (First) (Middle)
C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
AUSTIN, TX78735
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Shares 02/18/2014 M 7,442 A $ 6.3984 39,293 D
Common Shares 02/18/2014 M 2,558 A $ 6.3984 41,851 D
Common Shares 02/18/2014 S( 1 ) 10,000 D $ 21.5775 ( 2 ) 31,851 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 6.3984 02/18/2014 M 7,442 ( 3 ) 04/06/2019 Common Shares 7,442 $ 0 0 D
Employee Stock Option (Right to Buy) $ 6.3984 02/18/2014 M 2,558 ( 4 ) 12/07/2019 Common Shares 2,558 $ 0 33,294 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hyzak Randy
C/O FREESCALE SEMICONDUCTOR, INC.
6501 WILLIAM CANNON DRIVE WEST
AUSTIN, TX78735
VP & Chief Accounting Officer
Signatures
/s/ Randy Hyzak by Dathan C. Voelter under Power of Attorney 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These transactions are not subject to the lock up agreements executed by certain officers and directors in connection with the Issuer's recent sale of shares.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.53 to $21.65, inclusive. The reporting person undertakes to provide to Freescale Semiconductor, Ltd., any security holder of Freescale Semiconductor, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The employee stock option, granted on April 6, 2009, granted Mr. Hyzak the right to purchase up to 7,442 shares, and vests at the rate of 25% per year on each anniversary of the grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).
( 4 )The employee stock option, granted on December 7, 2009, granted Mr. Hyzak the right to purchase up to 35,852 shares, and vests at the rate of 25% per year on each anniversary of the grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).

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).
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