FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FREESCALE SEMICONDUCTOR INC [ FSL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Freescale Semiconductor, Inc. Class A Common Stock | 07/21/2004 | A(1) | 2,743 | A | $0.00 | 2,743 | D | |||
Freescale Semiconductor, Inc. Class A Common Stock | 07/21/2004 | A(2) | 4,113 | A | $0.00 | 6,856 | D | |||
Freescale Semiconductor, Inc. Class A Common Stock | 07/21/2004 | A(3) | 11,538 | A | $0.00 | 18,394 | D | |||
Freescale Semiconductor, Inc. Class A Common Stock | 07/21/2004 | A(4) | 1,923 | A | $0.00 | 20,317 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 |
Explanation of Responses: |
1. Reporting Person receives an annual retainer of $80,000 as payment for services as a director. The annual retainer is to be paid quarterly on the first business day of each quarter. The annual retainer will be pro-rated for the remainder of 2004. Reporting Person has 30 days from July 21, 2004, to elect to receive the annual retainer in cash, Issuer's Class A Common Stock or deferred stock units or a combination thereof under the terms of Issuer's Omnibus Incentive Plan of 2004. Calculation of the number of shares to be issued will be based on the closing price on the first business day of each quarter. |
2. Reporting Person received a $120,000 equity award as payment for services as a diector. This annual award will be paid quarterly on the first business day of each quarter. The annual award will be pro-rated for the remainder of 2004. Reporting Person has 30 days from July 21, 2004, to elect to receive the award in Issuer's Class A Common Stock or deferred stock units or a combination thereof under the terms of Issuer's Omnibus Incentive Plan of 2004. Calculation of the number of shares to be issued will be based on the closing price on the first business day of each quarter. |
3. Reporting person received an initial public offering grant of $150,000 in Issuer's Class A Common Stock or deferred stock units calculated on Issuer's initial public offering price of $13 per share. The Reporting Person has 30 days from July 21, 2004, to elect the time at which all or a portion of this grant shall be payable in Issuer's Class A Common Stock or deferred stock units. |
4. Reporting Person receives an additional retainer of $25,000 for serving as the Lead Director. Reporting Person has 30 days from July 21, 2004, to elect to receive this additional retainer in cash, Issuer's Class A Common Stock or deferred stock units. Calculation of the number of shares to be issued is based on Issuer's initial public offering price of $13/share. |
/s/ Stephen P. Kaufman by Susan Wittliff under PofA | 07/21/2004 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |