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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Humphries Paul

(Last)

(First)

(Middle)

C/O FLEXTRONICS INTERNATIONAL USA, INC.

847 GIBRALTAR DRIVE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2011

3. Issuer Name and Ticker or Trading Symbol
FLEXTRONICS INTERNATIONAL LTD. [ FLEX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Med, Auto, Aero & HR

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)
Ordinary Shares	29,584	D
Ordinary Shares⁽¹⁾	10,000	D
Ordinary Shares⁽²⁾	55,000	D

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)
Stock Option (Right to Buy)	⁽³⁾	12/05/2015	Ordinary Shares	300,000	$2.26	D
Stock Option (Right to Buy)	⁽⁴⁾	08/11/2016	Ordinary Shares	89,600	$5.57	D
Stock Option (Right to Buy)	⁽⁵⁾	08/11/2016	Ordinary Shares	213,889	$5.57	D
Stock Option (Right to Buy)	⁽⁶⁾	07/01/2012	Ordinary Shares	25,000	$5.88	D

Explanation of Responses:

1. Consists of 10,000 unvested Restricted Stock Units, which vest on April 3, 2011

2. Consists of 55,000 unvested Restricted Stock Units, which vest in two equal annual installments beginning on June 15, 2013.

3. Consists of 100,000 previously vested options and 200,000 unvested options, which will vest in two equal annual installments beginning on 6/02/2011.

4. Consists of 61,597 previously vested options and 28,003 unvested options, which will vest in five equal monthly installments beginning on 4/11/2011.

5. Consists of 89,930 previously vested options and 123,959 unvested options, which will vest in seventeen equal monthly installments beginning on 4/11/2011.

6. Consists of 25,000 previously vested options, which vested and became exercisable for 25% of the shares on July 1, 2003 and in 36 equal monthly installments thereafter.

	/s/ Paul J. Humphries, by Daniel L. Jablonsky as attorney-in-fact	04/04/2011
	** 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.