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* GREENLIGHT CAPITAL LLC (Last) (First) (Middle) 140 EAST 45TH STREET 24TH FLOOR (Street) NEW YORK NY 10017 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/17/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Class A Common Stock	02/17/2005		S(5)		125,000	D	$18.74	2,333,700	I(2)	See Note(1)
Class A Common Stock	02/17/2005		S(5)		7,625,000	D	$18.74	1,929,800	I(3)	See Note(1)
Class B Common Stock	02/17/2005		P(5)		7,740,000	A	$18.94	7,740,000	I(3)	See Note(1)
Class B Common Stock	02/17/2005		P(5)		10,000	A	$18.94	10,000	I(4)	See Note(1)

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

1. Name and Address of Reporting Person* GREENLIGHT CAPITAL LLC (Last) (First) (Middle) 140 EAST 45TH STREET 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENLIGHT CAPITAL INC (Last) (First) (Middle) 140 EAST 45TH STREET 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EINHORN DAVID (Last) (First) (Middle) 140 EAST 45TH STREET 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Greenlight Capital Advisors, L.L.C. (Last) (First) (Middle) 140 EAST 45TH STREET 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Greenlight Capital, L.L.C. ("Greenlight LLC"), Greenlight Capital, Inc. ("Greenlight Inc"), Greenlight Capital Advisors, L.L.C. ("Greenlight Advisors") or David Einhorn, the managing member of Greenlight LLC and Greenlight Advisors and president of Greenlight Inc, are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Class A Common Stock or Class B Common Stock, of Freescale Semiconductor, Inc. (the "Issuer") owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore, Ltd. ("Greenlight Offshore") or by any account managed by Greenlight Advisors. Greenlight LLC, Greenlight Inc, Greenlight Advisors and Mr. Einhorn each disclaim any such beneficial ownership.

2. Greenlight LLC holds 2,333,700 shares of Class A Common Stock, par value $0.01, of the Issuer ("Class A Common Stock") indirectly through the account of Greenlight Fund, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of the purchase of such shares, Mr. Einhorn controlled the disposition and voting of the securities. In addition, Mr. Einhorn owns a limited partnership interest in Greenlight Fund. Greenlight LLC also holds 7,232,750 shares of Class A Common Stock through Greenlight Qualified.

3. Greenlight Inc holds 1,929,800 shares of Class A Common Stock and 7,740,000 shares of Class B Common Stock, par value $0.01, of the Issuer ("Class B Common Stock") indirectly through Greenlight Offshore, which is controlled by Greenlight Inc. Greenlight Inc is the investment advisor of Greenight Offshore and receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Mr. Einhorn, as president and director of Greenlight Inc has control over the voting and disposition of the securities of Greenlight Offshore. Additionally, Mr. Einhorn owns shares of Greenlight Offshore.

4. Greenlight Advisors holds 1,489,750 shares of Class A Common Stock and 10,000 shares of Class B Common Stock indirectly through a managed account, which is controlled by Greenlight Advisors. Greenlight Advisors is the investment advisor of such managed account and receives an asset-based fee and an annual fee based on its appreciation. Mr. Einhorn, as senior managing member of Greenlight Advisors, controls the voting and disposition of the securities of the managed account.

5. This Form 4 is filed in connection with a simultaneous sale of certain shares of Class A Common Stock by Greenlight LLC through the account of Greenlight Fund and by Greenlight Inc through the account of Greenlight Offshore and the purchase of shares of Class B Common Stock by Greenlight Inc through the account of Greenlight Offshore and Greenlight Advisors through a managed account.

	/s/ David Einhorn, Senior Managing Member	02/22/2005
	/s/ David Einhorn, President	02/22/2005
	/s/ David Einhorn	02/22/2005
	/s/ David Einhorn, Senior Managing Member	02/22/2005
	** 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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