0000950134-05-003511.txt : 20120629 0000950134-05-003511.hdr.sgml : 20120629 20050222162558 ACCESSION NUMBER: 0000950134-05-003511 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPITAL ADVISORS LLC GROUP MEMBERS: GREENLIGHT CAPITAL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREESCALE SEMICONDUCTOR INC CENTRAL INDEX KEY: 0001272547 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 200443182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79975 FILM NUMBER: 05631508 BUSINESS ADDRESS: STREET 1: 6501 WILLIAM CANNON DRIVE CITY: AUSTIN STATE: TX ZIP: 78735 BUSINESS PHONE: 5128952000 FORMER COMPANY: FORMER CONFORMED NAME: SPS SPINCO INC DATE OF NAME CHANGE: 20040213 FORMER COMPANY: FORMER CONFORMED NAME: FREESCALE SEMICONDUCTOR INC DATE OF NAME CHANGE: 20040213 FORMER COMPANY: FORMER CONFORMED NAME: SPS SPINCO INC DATE OF NAME CHANGE: 20031210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d22737a2sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

FREESCALE SEMICONDUCTOR INC.

(Name of Issuer)

Shares of Class A Common Stock, $0.01 par value

(Title of Class of Securities)

35687M107

(CUSIP Number)

February 17, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

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13G/A
CUSIP No. 35687M107  
  1. Name of Reporting Person:
Greenlight Capital, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
13-3886851
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
9,566,450
6. Shared Voting Power:
0
7. Sole Dispositive Power:
9,566,450
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
9,566,450
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
7.4%
  12.Type of Reporting Person:
OO

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13G/A
CUSIP No. 35687M107 13-3871632
  1. Name of Reporting Person:
Greenlight Capital, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
13-3871632
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,929,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,929,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,929,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.5%
  12.Type of Reporting Person:
CO

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13G/A
CUSIP No. 35687M107 20-1365209
  1. Name of Reporting Person:
Greenlight Capital Advisors, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
20-1365209
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,489,750
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,489,750
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,489,750
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.1%
  12.Type of Reporting Person:
OO

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13G/A
CUSIP No. 35687M107  
  1. Name of Reporting Person:
David Einhorn		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
12,986,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
12,986,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
12,986,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
10.0%
  12.Type of Reporting Person:
IN

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AMENDMENT NO. 2 TO SCHEDULE 13G

      This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) relating to the shares of Class A Common Stock of Freescale Semiconductor Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”) as an amendment to the Schedule 13G originally filed on August 11, 2004 (the “Original 13G”), as amended by Amendment No. 1 filed with the Commission on February 14, 2005. This statement is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (“Greenlight Advisors,” and together with Greenlight LLC and Greenlight Inc, “Greenlight”), and Mr. David Einhorn, principal of Greenlight (collectively, with Greenlight, the “Reporting Persons”).

      This Amendment relates to the sale of 7,750,000 shares of Class A Common Stock, $0.01 par value (the “Common Shares”), of the Issuer by Greenlight from the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner and (ii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc. acts as investment advisor, and the simultaneous purchase of 7,750,000 shares of Class B Common Stock, $0.01 par value, for the account of (i) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc. acts as investment advisor, and (ii) any managed accounts for which Greenlight Advisors acts as investment advisor.

Item 4 Ownership.

Item 4 of the Original 13G is hereby amended and restated in its entirety as follows:

  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 12,986,000 Common Shares.
 
  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 10.0% of the outstanding Class A Common Shares. This percentage is determined by dividing 12,986,000 by 130,121,341 the number of Class A Common Shares issued and outstanding as of October 29, 2004, as reported in the Form 10-Q filed on November 9, 2004 with the Securities and Exchange Commission.
 
  (c)   Greenlight has the sole power to vote and dispose of the 12,986,000 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 12,986,000 Common Shares beneficially owned by Greenlight.

The filing of this Amendment to Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 12,986,000 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.

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Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 22, 2005
         
  Greenlight Capital, L.L.C.
 		  
  By:   /s/ David Einhorn    
    David Einhorn, Senior Managing Member   
       
 
  Greenlight Capital, Inc.
 		  
  By:   /s/ David Einhorn    
    David Einhorn, President   
       
 
  Greenlight Capital Advisors, L.L.C.
 		  
  By:   /s/ David Einhorn    
    David Einhorn, Senior Managing Member   
       
 
     
  /s/ David Einhorn    
  David Einhorn   
     
 

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