X0306 4 2015-05-07 0 0001392522 Freescale Semiconductor, Ltd. FSL 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 1 0 Common Stock 2015-05-07 4 X 0 9534587 36.12 A 205671482 I See Explanation of Responses Common Stock 2015-05-07 4 S 0 8691432 39.62 D 196980050 I See Explanation of Responses Warrants 36.12 2015-05-07 4 X 0 9534587 0 D Common Shares 9534587 0 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P. ("TPG Holdings"), which is (i) the sole shareholder of each of TPG GenPar IV-AIV Advisors, Inc. ("GenPar IV-AIV") and TPG GenPar V-AIV Advisors, Inc. ("GenPar V-AIV") and (ii) the sole member of TPG GenPar V Advisors, LLC ("GenPar V"). GenPar IV-AIV is the general partner of TPG GenPar IV-AIV, L.P., which is the general partner of TPG Partners IV-AIV, L.P. ("Partners IV"). GenPar V-AIV is the general partner of TPG GenPar V-AIV, L.P., which is the general partner of TPG Partners V-AIV, L.P. ("Partners V"). GenPar V is the general partner of TPG GenPar V, L.P. which is the general partner of both TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B" and, together with Partners IV, Partners V and TPG FOF A, individually, a "TPG Fund" and collectively the "TPG Funds"). The TPG Funds in the aggregate hold (1) 999,999 Class A limited partnership interests in Freescale Holdings L.P. ("Freescale Holdings"), the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Freescale Holdings. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. On May 7, 2015, Freescale Holdings exercised on a net basis the warrant held by it pursuant to the Warrant Agreement, dated as of December 1, 2006, between Freescale Semiconductor, Ltd (the "Issuer") and Freescale Holdings. Freescale Holdings paid the exercise price on a cashless basis, resulting in (a) the withholding of 8,691,432 Common Shares of the Issuer to pay the exercise price and (b) an issuance of 843,155 Common Shares of the Issuer to Freescale Holdings. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President,TPG Group Holdings (SBS) Advisors, Inc. (6) 2015-05-11 /s/ Ronald Cami, on behalf of David Bonderman (6) (7) 2015-05-11 /s/ Ronald Cami, on behalf of James G. Coulter (6) (7) 2015-05-11