SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Grimme Paul E (Last) (First) (Middle) C/O FREESCALE SEMICONDUCTOR, INC. 6501 WILLIAM CANNON DRIVE WEST (Street) AUSTIN TX 78735 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FREESCALE SEMICONDUCTOR INC [ FSL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP & GM
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 B Common Stock(1)(2)	12/02/2004		J	V	767.053	A	$0.00	767.053	D
Freescale Semiconductor, Inc. Class A Common Stock(3)	12/03/2004		A		1,446	A	$0.00	1,446	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 (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
Nonqualified Stock Option (Right to Buy)	$13.34	12/03/2004		A		3,511		(4)	03/16/2011	Class A Common Stock	3,511	$0.00	3,511	D
Nonqualified Stock Option (Right to Buy)	$7.53	12/03/2004		A		21,874		(5)	05/06/2013	Class A Common Stock	21,874	$0.00	21,874	D
Nonqualified Stock Option (Right to Buy)	$13.37	12/03/2004		A		18,904		(6)	05/07/2012	Class A Common Stock	18,904	$0.00	18,904	D
Nonqualified Stock Option (Right to Buy)	$8.23	12/03/2004		A		21,604		(7)	12/20/2007	Class A Common Stock	21,604	$0.00	21,604	D
Nonqualified Stock Option (Right to Buy)	$13.34	12/03/2004		A		162		(4)	03/16/2011	Class A Common Stock	162	$0.00	162	I(8)	Spouse
Nonqualified Stock Optioni (Right to Buy)	$8.23	12/03/2004		A		810		(6)	05/07/2012	Class A Common Stock	810	$0.00	810	I(8)	Spouse
Nonqualified Stock Option (Right to Buy)	$7.53	12/03/2004		A		1,539		(5)	05/06/2013	Class A Common Stock	1,539	$0.00	1,539	I(8)	Spouse
Nonqualified Stock Option (Right to Buy)	$8.23	12/03/2004		A		1,512		(7)	12/20/2007	Class A Common Stock	1,512	$0.00	1,512	I(8)	Spouse

Explanation of Responses:

1. On November 9, 2004, Motorola, Inc. ("Motorola") issued a press release announcing that Motorola would distribute its remaining equity interest in Issuer on December 2, 2004 to Motorola shareholders of record on November 26, 2004 (the "Record Date"). On December 2, 2004, Motorola distributed .110415 of a share of Issuer's Class B Common Stock for each outstanding share of Motorola common stock owned by Motorola shareholders on the Record Date. Motorola delivered cash in lieu of fractional share interests to Motorola shareholders entitled to receive less than one share of Issuer's Class B Common Stock. Effective with the distribution, Motorola is no longer a controlling stockholder of the Company. Exchange Act Rule 16a-9(a) exempts the receipt of the shares acquired via the distribution.

2. Freescale Semiconductor, Inc. Class B Common Stock is traded on the New York Stock Exchange under the trading symbol "FSL.B".

3. Under the terms of the spinoff described in Footnote 1, Issuer replaced all of Reporting Person's unvested Motorola Restricted Stock with Restricted Stock Units to acquire Issuer's Class A Common Stock. The conversion ratio was 1.0802 shares of Issuer's Class A Common Stock for each unvested share of Motorola stock.

4. On March 16, 2005, the option will be fully vested and exercisable.

5. Only vested shares can be exercised; 33 1/3% of the shares vest on May 6, 2005, 33 1/3% of the shares vest on May 6, 2006, and the remaining 33 1/3% of the shares vest on May 6, 2007.

6. Only vested shares can be exercised; 50% of the shares vest on May 7, 2005, and the remaining 50% of the shares vest on May 7, 2006.

7. Only vested shares can be exercised; the shares are 100% vested on December 20, 2004.

8. Reporting Person disclaims beneficial ownership of these securities.

	/s/ Paul E. Grimme by Susan Wittliff under PofA	12/07/2004
	** 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).
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