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* MCNAMARA MICHAEL M (Last) (First) (Middle) C/O FLEXTRONICS INTERNATIONAL USA INC. 2090 FORTUNE DRIVE (Street) SAN JOSE CA 95131 (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 X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/21/2001
	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
Ordinary Shares	01/16/2007		J(1)(2)		250,000	D	$0(1)	337,547	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
Forward Sale Contract	(1)(2)	01/16/2007		X(1)(3)			250,000(1)(2)	(1)	(1)	Ordinary Shares	250,000	$0(1)(2)	0	D
Employee Stock Option (right to buy)	$13.98	09/21/2001		A		150,000		(4)	09/21/2011	Ordinary Shares	150,000	$0	150,000	D
Employee Stock Option (right to buy)	$7.9	07/01/2002		A		2,000,000		(5)	07/01/2012	Ordinary Shares	2,000,000	$0	2,000,000	D

Explanation of Responses:

1. Reflects the settlement of a prepaid variable share forward contract (the "Forward Contract") that the Reporting Person and his wife entered into on November 14, 2001 with an unrelated third party. The Forward Contract covered up to 250,000 ordinary shares of the Issuer and had a maturity date of January 16, 2007. On the maturity date, the Reporting Person and his wife became obligated to settle the Forward Contract by delivering 250,000 ordinary shares. Upon entering into the Forward Contract on November 14, 2001, the Reporting Person and his wife received a cash payment of $4,470,350.00.

2. The Forward Contract provided that, at maturity, subject to a cash settlement option, the Reporting Person and his wife were required to deliver a number of ordinary shares equal to (i) 250,000 shares if the closing price per share on the maturity date was equal to or less than $23.8896, (ii) 250,000 shares multiplied by a fraction, the numerator of which was $23.8896 and the denominator of which was the closing price per share on the maturity date, if the closing price per share on the maturity date was less than $40.6123 but greater than $23.8896, and (iii) 250,000 shares multiplied by a fraction, the numerator of which was $23.8896 plus the difference between the closing price per share on the maturity date and $40.6123, and the denominator of which was the closing price per share on the maturity date, if the closing price per share on the maturity date was $40.6123 or greater.

3. Transaction Code K also applies.

4. The options vested and became exerciseable in twelve equal monthly installments beginning on the grant date.

5. The options became vested and exerciseable with respect to 10% of the total grant on July 1, 2003; 10% of the total grant on July 1, 2004; 20% of the total grant on July 1, 2005 and 20% of the total grant on July 1, 2006. The remaining 40% of the total grant will vest on July 1, 2007.

	/s/ Michael McNamara by Patricia Doherty as attorney-in-fact	01/17/2007
	** 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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