SEC FORM 3

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^*

Favre Ritu

(Last)

(First)

(Middle)

C/O FREESCALE SEMICONDUCTOR, INC.

6501 WILLIAM CANNON DRIVE WEST

(Street)

AUSTIN

78735

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2012

3. Issuer Name and Ticker or Trading Symbol
Freescale Semiconductor, Ltd. [ FSL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM, RF

5. 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 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	13,042⁽¹⁾	D
Common Shares	931⁽²⁾	I	By spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee stock option (right to buy)	⁽³⁾	04/06/2019	Common Shares	9,060	$6.3984	D
Employee stock option (right to buy)	⁽⁴⁾	12/07/2019	Common Shares	9,689	$6.3984	D
Employee stock option (right to buy)	⁽⁵⁾	11/01/2020	Common Shares	8,720	$6.3984	D
Employee stock option (right to buy)	⁽⁶⁾	04/02/2019	Common Shares	16,000	$15.41	D

Explanation of Responses:

1. Represents: (i) 2,442 common shares underlying a fully vested restricted share unit award granted on April 7, 2008, that will become deliverable upon the earlier of termination, death, disability, a change in control or the seventh anniversary of the date of grant; and (ii) 10,600 common shares underlying a restricted share unit award granted on April 2, 2012 which vests at the rate of 25% per year on each anniversary of the grant date so that the award is fully vested on the fourth anniversary (subject to the terms of the reporting person's award agreement).

2. Represents: (i) 500 common shares underlying a restricted share unit award granted on November 7, 2011, which vests at the rate of 25% per year on each anniversary of the grant date so that the award is fully vested on the fourth anniversary (subject to the terms of the reporting person's award agreement); and (ii) 431 common shares underlying a restricted share unit award granted on April 2, 2012 which vests at the rate of 25% per year on each anniversary of the grant date so that the award is fully vested on the fourth anniversary (subject to the terms of the reporting person's award agreement).

3. The employee stock option vests at the rate of 25% per year on each anniversary of the April 6, 2009 grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).

4. The employee stock option vests at the rate of 25% per year on each anniversary of the December 7, 2009 grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).

5. The employee stock option vests at the rate of 25% per year on each anniversary of the November 1, 2010 grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).

6. The employee stock option vests at the rate of 25% per year on each anniversary of the April 2, 2012 grant date so that the option award is fully vested on the fourth anniversary of the grant date (subject to the terms of the reporting person's award agreement).

	/s/ Ritu Favre by Dathan C. Voelter under Power of Attorney	11/07/2012
	** 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 5 (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.