SunEdison Semiconductor Form 3/A SunEdison Semiconductor / Gary Holyoak ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Holyoak Gary

(Last) (First) (Middle)

501 PEARL DRIVE

(Street)

ST. PETERS MO 63376

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP-Global Sales & Marketing

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/02/2016

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Share Option (right to buy)	(1)	07/06/2025	Ordinary Shares	28,500	17.71	D
Restricted Stock Units	(2)	(3)	Ordinary Shares	10,000	(3)	D
Restricted Stock Units	(2)	(4)	Ordinary Shares	14,500	(4)	D
Employee Share Option (right to buy)	(5)	04/01/2026	Ordinary Shares	76,600	6.28	D

Explanation of Responses:

1. The Employee Share Option vests in increments of 25% over four years commencing July 6, 2016.

2. Each restricted stock unit represents a contingent right to receive one ordinary share of the Company.

3. The restricted stock units vest in increments of 25% over four years commencing July 6, 2016.

4. The restricted stock units vest in increments of 25% over four years commencing April 1, 2017.

5. The Employee Share Option units vest in increments of 25% over four years commencing on April 1, 2017.

Remarks:

Power of Attorney attached.

	Sally H. Townsley	08/24/2016
	** 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 5 (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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