SEC FORM 4

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

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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^*

SHARP RICHARD L

(Last)

(First)

(Middle)

9020 STONY POINT PARKWAY, SUITE 180

(Street)

RICHMOND

23235

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/04/2005		X⁽¹⁾		2,000,000	D	$25.69⁽⁴⁾	1,945,952	D
Ordinary Shares	02/04/2005		X⁽¹⁾		1,000,000	D	$25.69⁽⁶⁾	480,000	I⁽²⁾	By Limited Partnership

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (Obligation to Sell)	$60.22⁽³⁾	02/03/2005		E⁽¹⁾			1	02/04/2005	02/04/2005	Ordinary Shares	2,000,000⁽³⁾	$60.22	0	D
Put Option (Right to Sell)	$25.69⁽⁴⁾	02/04/2005		X⁽¹⁾			1	02/04/2005	02/04/2005	Ordinary Shares	2,000,000⁽⁴⁾	$25.69	0	D
Call Option (Obligation to Sell)	$60.22⁽⁵⁾	02/04/2005		E⁽¹⁾			1	02/04/2005	02/04/2005	Ordinary Shares	1,000,000⁽⁵⁾	$60.22	0	I⁽²⁾	By Limited Partnership
Put Option (Right to Sell)	$25.69⁽⁶⁾	02/04/2005		X⁽¹⁾			1	02/04/2005	02/04/2005	Ordinary Shares	1,000,000⁽⁶⁾	$25.69	0	I⁽²⁾	By Limited Partnership

Explanation of Responses:

1. In connection with the settlement of a put option entered into on February 9, 2000 as part of a zero-cost collar arrangement, the reporting person delivered ordinary shares to the counterparty, and the reporting person received a cash amount equal to the put price for each share. On the same date, the related call option expired unexercised.

2. All such disposed shares were held directly by ABLP, LLC and DBLP, LLC, two single member limited liability companies of which Bethany LLC is the sole member. Bethany LLC is the successor entity to Bethany Limited Partnership and holds the remaining shares. The Reporting Person is the manager of Bethany LLC and owns a one percent membership interest in Bethany LLC.

3. This option was originally reported as covering 1,000,000 shares at an exercise price of $120.4462 per share, but was adjusted to reflect the two-for-one stock split on October 17, 2000.

4. This option was originally reported as covering 1,000,000 shares at an exercise price of $57.3752 per share, but was adjusted to reflect the two-for-one stock split on October 17, 2000.

5. This option was originally reported as covering 500,000 shares at an exercise price of $120.4462 per share, but was adjusted to reflect the two-for-one stock split on October 17, 2000.

6. This option was originally reported as covering 500,000 shares at an exercise price of $57.3752 per share, but was adjusted to reflect the two-for-one stock split on October 17, 2000.

	Richard L. Sharp	02/04/2005
	** 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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