X0306 4 2015-12-07 1 0001392522 Freescale Semiconductor, Ltd. FSL 0001521239 Permira IV Managers LP C/O PERMIRA IV MANAGERS L.P. TRAFALGAR COURT LES BANQUES Y7 GY1 3QL GUERNSEY 1 0 1 0 Common Shares 2015-12-07 4 D 0 31315416 0.00 D 0 I See footnote Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each Common Share of the Issuer (the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive $6.25 in cash, without interest, plus 0.3521 of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") (together with cash in lieu of fractional Freescale Shares). (cont'd) As of the close of trading on December 7, 2015, the market price of NXP Ordinary Shares was $86.25 per share. The Reporting Person may be deemed to be a beneficial owner of these securities via entities that are directly or indirectly controlled by the Reporting Person. On December 4, 2015, Freescale Holdings L.P. made a distribution of all of the Freescale Shares held by it to its limited partners, including 31,315,416 Freescale Shares to entities that are directly or indirectly controlled by the Reporting Person, as reported on the Form 4 filed by Freescale Holdings L.P. on December 8, 2015. Freescale Holdings L.P. was the direct holder of 196,980,050 Freescale Shares, which were previously reported as beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. The Reporting Person is filing this statement as a director because Thomas H. Lister, a member of Permira Advisers LLC, which entity is an adviser to the Reporting Person, served on the Issuer's board of directors until the effective time of the Merger (as defined in the Merger Agreement). The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. /s/ David Emery, Alternative Director 2015-12-09