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
X	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* Pepe Alexander (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, Manufacturing
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2006
	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 A Common Stock	12/01/2006		A(1)		9,459	A	$0	90,909	D
Freescale Semiconductor, Inc. Class A Common Stock	12/01/2006		D(2)		90,909	D	$40	0	D
Freescale Semiconductor, Inc. Class A Common Stock	12/01/2006		D(3)		4.1247	D	$40	0	I	401(k) Plan
Freescale Semiconductor, Inc. Class B Common Stock	12/01/2006		D(4)		2,022.3317	D	$40	0	D
Freescale Semiconductor, Inc. Class B Common Stock	12/01/2006		D(5)		39.462	D	$40	0	I	401(k) Plan
Freescale Semiconductor, Inc. Class B Common Stock	12/01/2006		D(6)		132.001	D	$40	0	I	held w/spouse

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
Employee stock option (right to buy)	$13	07/16/2004		D			29,000	(7)	07/16/2014	Class A Common Stock	29,000	$40(8)	0	D
Employee stock option (right to buy)	$7.5264	12/02/2004		D			17,823	(9)	05/06/2013	Class A Common Stock	17,823	$40(10)	0	D
Employee stock option (right to buy)	$8.23	12/02/2004		D			20,523	(11)	12/20/2007	Class A Common Stock	20,523	$40(10)	0	D
Employee stock option (right to buy)	$13.3401	12/02/2004		D			2,700	(12)	03/16/2011	Class A Common Stock	2,700	$40(10)	0	D
Employee stock option (right to buy)	$13.3679	12/02/2004		D			11,882	(13)	05/07/2012	Class A Common Stock	11,882	$40(10)	0	D
Employee stock option (right to buy)	$14.4418	12/02/2004		D			2,700	(14)	03/16/2011	Class A Common Stock	2,700	$40(10)	0	D
Employee stock option (right to buy)	$18.96	05/11/2005		D			50,000	(15)	05/11/2012	Class A Common Stock	50,000	$40(16)	0	D
Employee stock option (right to buy)	$31.45	04/24/2006		D			31,606	(15)	04/24/2013	Class A Common Stock	31,606	$40(16)	0	D

Explanation of Responses:

1. Reflects the issuance of restricted stock units that settle in Issuer's Class A Common Stock pursuant to a performance based award granted to Reporting Person under the Freescale Semiconductor, Inc. Omnibus Incentive Plan of 2005. The amount of restricted stock units issued under the award was calculated pursuant to the change of control provisions of the award agreement as a result of the transactions consummated under the Merger Agreement dated September 15, 2006 by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.

2. Includes Reporting Person's restricted stock units which were accelerated and converted into the right to receive $40 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated September 15, 2006, by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.

3. Reporting Person's holdings of Issuer's Class A Common Stock held in Issuer's 401(k) Plan were converted into the right to receive $40 per share in cash under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. In accordance with the Merger Agreement, the shares were converted into the right to receive $40 per share in cash to be allocated to other investments offered under Issuer's 401(k) Plan.

4. Consists of Reporting Person's holdings of Class B Common Stock which were converted into the right to receive $40 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated September 15, 2006, by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.

5. Reporting Person's holdings of Issuer's Class B Common Stock held in Issuer's 401(k) Plan were converted into the right to receive $40 per share in cash under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. In accordance with the Merger Agreement, the shares were converted into the right to receive $40 per share in cash to be allocated to other investments offered under Issuer's 401(k) Plan.

6. Consists of Reporting Person's holdings of Issuer's Class B Common Stock held with Reporting Person's spouse which were converted into the right to receive $40 in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated September 15, 2006, by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.

7. Only vested options can be exercised. The option vests over three years, with 33% vesting on the first two anniversaries of the grant date, and the remaining 34% vesting on the third anniversary of the grant date.

8. Reporting Person's options were accelerated under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. This option to purchase Issuer common stock was granted under the Omnibus Incentive Plan of 2004. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash or equity, as applicable, in an amount equal to the excess (if any) of $40 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

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

10. Reporting Person's unvested options were accelerated under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. This option to purchase Issuer common stock was granted under the Freescale Semiconductor, Inc. Conversion Plan of 2004. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash or equity, as applicable, in an amount equal to the excess (if any) of $40 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

11. These options became fully vested on December 2, 2004.

12. These options became fully vested March 16, 2005.

13. These options became fully vested on May 7, 2006.

14. These options became fully vested on October 1, 2005.

15. Only vested options can be exercised. The options vest at the rate of 25% per year on each anniversary of the grant date so that the option is fully vested on the fourth anniversary of the grant date.

16. Reporting Person's options were accelerated under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. This option to purchase Issuer common stock was granted under the Freescale Semiconductor, Inc. Omnibus Incentive Plan of 2005. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash or equity, as applicable, in an amount equal to the excess (if any) of $40 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

	/s/ Alexander Pepe by Dathan Voelter under Power of Attorney	12/05/2006
	** 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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