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* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2011	3. Issuer Name and Ticker or Trading Symbol Freescale Semiconductor Holdings I, Ltd. [ FSL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Shares	196,136,895	I	See Explanation of Responses(1)(2)(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(5)	(5)	Common Shares	9,534,587	$36.12	I	See Explanation of Responses(1)(2)(3)(4)

1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. David Bonderman and James G. Coulter are directors, officers, and the sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P. ("TPG Holdings"), which is (i) the sole shareholder of each of TPG GenPar IV-AIV Advisors, Inc. ("GenPar IV-AIV") and TPG GenPar V-AIV Advisors, Inc. ("GenPar V-AIV") and (ii) the sole member of TPG GenPar V Advisors, LLC ("GenPar V").

2. GenPar IV-AIV is the general partner of TPG GenPar IV-AIV, L.P., which is the general partner of TPG Partners IV-AIV, L.P. ("Partners IV"). GenPar V-AIV is the general partner of TPG GenPar V-AIV, L.P., which is the general partner of TPG Partners V-AIV, L.P. ("Partners V"). GenPar V is the general partner of TPG GenPar V, L.P. which is the general partner of both TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B" and, together with Partners IV, Partners V and TPG FOF A, individually, a "TPG Fund" and collectively the "TPG Funds"). The TPG Funds in the aggregate hold (1) 999,999 Class A limited partnership interests in Freescale Holdings L.P., the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Freescale Holdings L.P.

3. Because of the Reporting Persons' relationship to the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's and TPG Fund's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares in excess of their respective pecuniary interests.

5. On December 1, 2006, the Issuer issued and granted to Freescale Holdings L.P., pursuant to a warrant agreement (the "Warrant"), subject to customary anti-dilution adjustment pursuant to the terms of the Warrant and certain other adjustments as described therein, the right to purchase 9,534,587 shares of Common Shares of the Issuer, exercisable immediately.

Remarks:

(6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.

	By: Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6)	05/25/2011
	By: Ronald Cami, on behalf of David Bonderman (6) (7)	05/25/2011
	By: Ronald Cami, on behalf of James G. Coulter (6) (7)	05/25/2011
	** Signature of Reporting Person	Date
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