4//SEC Filing
BLACKSTONE FAMILY GP LLC 4
Accession 0001209191-15-041318
CIK 0001392522other
Filed
May 10, 8:00 PM ET
Accepted
May 11, 6:48 PM ET
Size
25.0 KB
Accession
0001209191-15-041318
Insider Transaction Report
Form 4
Blackstone Participation Partnership (Cayman) V L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying)
Blackstone Capital Partners (Cayman) V-A, L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying)
BLACKSTONE CAPITAL PARTNERS V L P
Director10% Owner
Transactions
- Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying)
BCP (Cayman) V-S L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying)
Blackstone Family Investment Partnership (Cayman) V L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes)
BLACKSTONE FAMILY GP LLC
Director10% Owner
Transactions
- Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes) - Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying) - Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes)
Blackstone Family Investment Partnership (Cayman) V-SMD L.P.
Director10% Owner
Transactions
- Exercise of In-Money
Warrants
2015-05-07−9,534,587→ 0 total(indirect: See footnotes)Exercise: $36.12→ Common Shares (9,534,587 underlying) - Exercise of In-Money
Common Shares
2015-05-07$36.12/sh+9,534,587$344,389,282→ 205,671,482 total(indirect: See footnotes) - Other
Common Shares
2015-05-07$39.62/sh−8,691,432$344,354,536→ 196,980,050 total(indirect: See footnotes)
Footnotes (6)
- [F1]On May 7, 2015, Freescale Holdings L.P. ("Holdings L.P.") exercised on a net basis the warrant (the "Warrant") held by it pursuant to the Warrant Agreement, dated as of December 1, 2006, between the Issuer and Holdings L.P. (the "Warrant Agreement"), resulting in an issuance of 843,155 Common Shares of the Issuer to Holdings L.P. Holdings L.P. paid the exercise price on a cashless basis, resulting in the withholding of 8,691,432 Common Shares of the Issuer to pay the exercise price and in an issuance of 843,155 Common Shares of the Issuer to Holdings L.P.
- [F2]Holdings L.P. is the direct holder of the reported securities. Freescale Holdings GP, Ltd. is the general partner of Holdings L.P. and, as such, may be deemed to beneficially own the shares held by Holdings L.P.
- [F3](cont'd) The Blackstone Funds (as defined below) hold 250 shares of Freescale Holdings GP, Ltd., representing 25% of the total shares outstanding, as follows: (i) 88 shares held by Blackstone Capital Partners (Cayman) V L.P. ("BCP V"), whose general partner is Blackstone Management Associates (Cayman) V L.P. ("BMA V"); (ii) 82 shares held by Blackstone Capital Partners (Cayman) V-A L.P. ("BCP V-A"), whose general partner is BMA V; (iii) 70 shares held by BCP (Cayman) V-S L.P. ("BCP V-S"), whose general partner is BMA V; (iv) 7 shares held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P. ("BFIP V-SMD"), whose general partner is Blackstone Family GP L.L.C.;
- [F4](cont'd) (v) 2 shares held by Blackstone Family Investment Partnership (Cayman) V L.P. ("BFIP V"), whose general partner is BCP V GP L.L.C.; and (vi) 1 share held by Blackstone Participation Partnership (Cayman) V L.P. ("BPP V" and, together with BCP V, BCP V-A, BCP V-S, BFIP V-SMD and BFIP V, the "Blackstone Funds"), whose general partner is BCP V GP L.L.C. The Blackstone Funds and certain of their affiliates also hold 3,395,055 Class A limited partnership interests in Holdings L.P. (collectively, the "Class A Funds").
- [F5](cont'd) Blackstone LR Associates (Cayman) V Ltd. ("BLRA") and BCP V GP L.L.C. are the general partners of BMA V. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman is a director and controlling person of BLRA. Blackstone Family GP L.L.C. is controlled by its founding member, Mr. Schwarzman.
- [F6]On December 1, 2006, the Issuer issued and granted to Holdings L.P., pursuant to the Warrant Agreement, subject to customary anti-dilution adjustment pursuant to the terms of the Warrant and certain other adjustments as described therein, the right to purchase 9,534,587 shares of Common Shares of the Issuer, exercisable immediately.
Documents
Issuer
Freescale Semiconductor, Ltd.
CIK 0001392522
Entity typeother
Related Parties
1- filerCIK 0001404964
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 6:48 PM ET
- Size
- 25.0 KB