Shaker Sadasivam Form 4 SunEdison Semiconductor / SHAKER SADASIVAM ownership change

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^*

SADASIVAM SHAKER

(Last) (First) (Middle)

C/O SUNEDISON SEMICONDUCTOR LIMITED

501 PEARL DRIVE

(Street)

ST. PETERS MO 63376

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SunEdison Semiconductor Ltd [ SEMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2016

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	12/02/2016		J		12,167(1)	D	$12	0	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
Restricted Stock Units	(2)	12/02/2016		D			0	(3)	(3)	Ordinary Shares	96,154	$0	0	D
Restricted Stock Units	(2)	12/02/2016		D			0	(4)	(4)	Ordinary Shares	9,265	$0	0	D
Restricted Stock Units	(2)	12/02/2016		D			0	(5)	(5)	Ordinary Shares	26,250	$0	0	D
Restricted Stock Units	(2)	12/02/2016		D			0	(6)	(6)	Ordinary Shares	61,600	$0	0	D
Employee Share Option (right to buy)	$3.3	12/02/2016		D			32,713	(7)	04/25/2022	Ordinary Shares	32,713	(8)	0	D
Employee Share Option (right to buy)	$11.11	12/02/2016		D			16,048	(9)	04/27/2021	Ordinary Shares	16,048	(8)	0	D
Employee Share Option (right to buy)	$1.68	12/02/2016		D			17,447	(10)	07/24/2022	Ordinary Shares	17,447	(8)	0	D
Employee Share Option (right to buy)	$3.12	12/02/2016		D			21,460	(10)	09/18/2022	Ordinary Shares	21,460	(8)	0	D
Employee Share Option (right to buy)	$9.15	12/02/2016		D			39,255	(11)	07/18/2023	Ordinary Shares	39,255	(8)	0	D
Employee Share Option (right to buy)	$6.28	12/02/2016		D			0	(12)	04/01/2026	Ordinary Shares	326,700	(8)	0	D

Explanation of Responses:

1. Pursuant to the Implementation Agreement (the "Implementation Agreement"), dated as of August 17, 2016, by and among SunEdison Semiconductor Limited (the "Company"), GlobalWafers Co., Ltd. ("GWC") and GWafers Singapore Pte. Ltd. ("Acquiror") and Scheme of Arrangement under Singapore law, Acquiror acquired all of the outstanding ordinary shares of the Company (including those of Mr. Sadasivam, but excluding those held by GWC, Acuiror and their subsidiaries) in exchange for a cash payment of $12.00 per share on December 2, 2016.

2. Restricted stock units ("RSUs") granted under the Company's 2014 Long-Term Incentive Plan (the "LTIP"). Each RSU represented a contingent right to receive an ordinary share of the Company

3. The RSUs were granted on May 28, 2014, and would have vested in full upon achievement of a performance criteria. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU, assuming achievement of the performance goal at 100% of target level.

4. The RSUs were granted on June 13, 2014 and were scheduled to vest in equal installments on the third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.

5. The RSUs were granted on June 11, 2015 and were scheduled to vest in equal installments on the second, third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU

6. The RSUs were granted on April 1, 2016 and were scheduled to vest in four equal installments commencing on the first anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.

7. This option was scheduled to vest in two equal annual installments commencing April 25, 2015.

8. This option, granted under the LTIP, became fully vested (to the extent not already fully vested) and terminated in its entirety pursuant to the Implementation Agreement in exchange for a cash payment equal to the product of (i) $12.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.

9. This option vested in full on April 27, 2015

10. This option vested in full on March 19, 2015.

11. This option vested in full on the first anniversary of the date that the Company's compensation committee determined that the corresponding combined EBITDA target was achieved for either of 2014 or 2015.

12. 326,700 derivative securities disposed of.

Remarks:

	Sally H. Townsley, under Power of Attorney	12/06/2016
	** Signature of Reporting Person	Date
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