Sec Form 4 Filing - SADASIVAM SHAKER @ SunEdison Semiconductor Ltd - 2016-12-02

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 SADASIVAM SHAKER 2. Issuer Name and Ticker or Trading Symbol SunEdison Semiconductor Ltd [ SEMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O SUNEDISON SEMICONDUCTOR LIMITED, 501 PEARL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2016 (Street) ST. PETERS, MO63376 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 Ordinary Shares 12/02/2016 J 12,167 ( 1 ) D $ 12 0 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 Restricted Stock Units ( 2 ) 12/02/2016 D 0 ( 3 ) ( 3 ) Ordinary Shares 96,154 $ 0 0 D Restricted Stock Units ( 2 ) 12/02/2016 D 0 ( 4 ) ( 4 ) Ordinary Shares 9,265 $ 0 0 D Restricted Stock Units ( 2 ) 12/02/2016 D 0 ( 5 ) ( 5 ) Ordinary Shares 26,250 $ 0 0 D Restricted Stock Units ( 2 ) 12/02/2016 D 0 ( 6 ) ( 6 ) Ordinary Shares 61,600 $ 0 0 D Employee Share Option (right to buy) $ 3.3 12/02/2016 D 32,713 ( 7 ) 04/25/2022 Ordinary Shares 32,713 ( 8 ) 0 D Employee Share Option (right to buy) $ 11.11 12/02/2016 D 16,048 ( 9 ) 04/27/2021 Ordinary Shares 16,048 ( 8 ) 0 D Employee Share Option (right to buy) $ 1.68 12/02/2016 D 17,447 ( 10 ) 07/24/2022 Ordinary Shares 17,447 ( 8 ) 0 D Employee Share Option (right to buy) $ 3.12 12/02/2016 D 21,460 ( 10 ) 09/18/2022 Ordinary Shares 21,460 ( 8 ) 0 D Employee Share Option (right to buy) $ 9.15 12/02/2016 D 39,255 ( 11 ) 07/18/2023 Ordinary Shares 39,255 ( 8 ) 0 D Employee Share Option (right to buy) $ 6.28 12/02/2016 D 0 ( 12 ) 04/01/2026 Ordinary Shares 326,700 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SADASIVAM SHAKER C/O SUNEDISON SEMICONDUCTOR LIMITED 501 PEARL DRIVE ST. PETERS, MO63376 CEO Signatures Sally H. Townsley, under Power of Attorney 12/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Restricted stock units ("RSUs") granted under the Company's 2014 Long-Term Incentive Plan (the "LTIP"). Each RSU represented a contingent right to receive an ordinary share of the Company ( 3 )The RSUs were granted on May 28, 2014, and would have vested in full upon achievement of a performance criteria. 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, assuming achievement of the performance goal at 100% of target level. ( 4 )The RSUs were granted on June 13, 2014 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 re ceive a cash payment equal to $12.00 per share covered by the RSU. ( 5 )The RSUs were granted on June 11, 2015 and were scheduled to vest in equal installments on the second, 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 ( 6 )The RSUs were granted on April 1, 2016 and were scheduled to vest in four equal installments commencing on the first 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. ( 7 )This option was scheduled to vest in two equal annual installments commencing April 25, 2015. ( 8 )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. ( 9 )This option vested in full on April 27, 2015 ( 10 )This option vested in full on March 19, 2015. ( 11 )This option vested in full on the first anniversary of the date that the Company's compensation committee determined that the corresponding combined EBITDA target was achieved for either of 2014 or 2015. ( 12 )326,700 derivative securities disposed of.

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