Sec Form 4 Filing - Stasse David Phillip @ Freescale Semiconductor, Ltd. - 2013-04-02

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
Stasse David Phillip
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 and Treasurer
(Last) (First) (Middle)
C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2013
(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 04/02/2013 A 7,190 ( 1 ) A $ 0 21,051 ( 2 ) D
Common Shares 04/03/2013 S 807 ( 3 ) D $ 13.79 20,244 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) $ 13.91 04/02/2013 A 14,495 ( 4 ) 04/02/2020 Common Shares 14,495 $ 0 14,495 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stasse David Phillip
C/O FREESCALE SEMICONDUCTOR, INC.
6501 WILLIAM CANNON DRIVE WEST
AUSTIN, TX78735
VP and Treasurer
Signatures
/s/ David Phillip Stasse by Dathan C. Voelter under Power of Attorney 04/04/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the award of restricted share units that vest at the rate of 25% per year on each anniversary of the April 2, 2013 grant date so that the award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).
( 2 )Includes 2,092 shares acquired under Freescale Semiconductor, Ltd.'s Employee Share Purchase Plan.
( 3 )Shares were automatically sold to cover tax withholding obligations associated with the vesting of the restricted share unit award granted on April 2, 2012.
( 4 )The employee stock option vests at the rate of 25% per year on each anniversary of the April 2, 2013 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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