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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Share Option (right to buy) | $ 9.15 | 01/20/2015 | A | 4,907 | (1) | 07/18/2023 | Ordinary Shares | 4,907 | (2) (3) | 4,907 | D | ||||
| Restricted Stock Units | (4) | 01/20/2015 | A | 2,453 | (5) | (5) | Ordinary Shares | 2,453 | (2) (3) | 2,453 | D | ||||
| Employee Share Option (right to buy) | $ 3.3 | 01/20/2015 | A | 1,472 | (6) | 04/25/2022 | Ordinary Shares | 1,472 | (2) (3) | 1,472 | D | ||||
| Restricted Stock Units | (4) | 01/20/2015 | A | 736 | (7) | (7) | Ordinary Shares | 736 | (2) (3) | 736 | D | ||||
| Employee Share Option (right to buy) | $ 2.65 | 01/20/2015 | A | 3,175 | (8) | 08/20/2019 | Ordinary Shares | 3,175 | (2) (3) | 3,175 | D | ||||
| Employee Share Option (right to buy) | $ 1.68 | 01/20/2015 | A | 5,234 | (9) | 07/24/2022 | Ordinary Shares | 5,234 | (2) (3) | 5,234 | D | ||||
| Employee Share Option (right to buy) | $ 3.12 | 01/20/2015 | A | 4,274 | (10) | 09/18/2022 | Ordinary Shares | 4,274 | (2) (3) | 4,274 | D | ||||
| Restricted Stock Units | (4) | 01/20/2015 | A | 262 | (11) | (11) | Ordinary Shares | 262 | (2) (3) | 262 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Dunnigan William Joseph C/O SUNEDISON SEMICONDUCTOR LIMITED 501 PEARL DRIVE (CITY OF O?FALLON) ST. PETERS, MO 63376 |
See Remarks | |||
| /s/ Sally H. Townsley, under Power of Attorney | 01/22/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Employee Share Option will vest as follows: 1,636 options will vest on each of July 18, 2015 and July 18, 2016 and 1,635 options will vest on July 18, 2017. |
| (2) | The Employee Share Option or restricted stock unit, as applicable, was issued in connection with a share exchange program adopted by the board of directors of SunEdison Semiconductor Limited (the "Company"). Pursuant to the share exchange program, each employee of the Company who had received options to purchase common stock or restricted stock units of SunEdison, Inc., the Company's former parent company ("SunEdison), was eligible to receive an exchange grant of options to purchase ordinary shares or restricted share units of the Company, as applicable, which exchange grant generally preserved the value of the original awards. |
| (3) | (Continued from Footnote 2) This exchange was effected when SunEdison ceased to own more than 50% of the Company on January 20, 2015, at which time the Company's employees would have otherwise been deemed to have a termination of employment from SunEdison under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) without compensation in accordance with the terms of such plans. |
| (4) | Each restricted stock unit represents a contingent right to receive one ordinary share of the Company. |
| (5) | The restricted stock units will vest as follows: 818 restricted stock units will vest on each of July 18, 2015 and July 18, 2016 and 817 restricted stock units will vest on July 18, 2017. |
| (6) | 50% of the Employee Share Option will vest on each of April 25, 2015 and April 25, 2016. |
| (7) | 50% of the restricted stock units will vest on each of April 25, 2015 and April 25, 2016. |
| (8) | The Employee Share Option will vest in full on August 20, 2015. |
| (9) | The Employee Share Option will vest in full on March 19, 2015. |
| (10) | The Employee Share Option will vest in full on March 19, 2015. |
| (11) | The restricted stock units will vest in full on April 27, 2015. |
| Remarks: VICE PRESIDENT AND GENERAL MANAGER | |