Blackstone Inc. — Director's Dealing 2012

Mar 29, 2012

SEC Form 3/A — Form 3/A

Issuer: Freescale Semiconductor Holdings I, Ltd. (FSL)
CIK: 0001392522
Period of Report: 2011-05-25

Reporting Person: Blackstone Management Associates (Cayman) V L.P. (Director, 10% Owner)
Reporting Person: Blackstone LR Associates (Cayman) V Ltd. (Director, 10% Owner)
Reporting Person: BCP V GP L.L.C. (Director, 10% Owner)
Reporting Person: Blackstone Holdings III L.P. (Director, 10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (Director, 10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (Director, 10% Owner)
Reporting Person: Blackstone Group L.P. (Director, 10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (Director, 10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	196136895	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant	$36.12		Common Shares (9534587)		Indirect

Footnotes

F1: This amended Form 3 is being filed solely to add additional entities affiliated with the direct holders of interests in Freescale Holdings GP, Ltd. as Reporting Persons which may be deemed to indirectly beneficially own the securities reported herein.

F2: Freescale Holdings L.P. is the direct holder of the reported securities. Freescale Holdings GP, Ltd. is the general partner of Freescale Holdings L.P. and, as such, may be deemed to beneficially own the shares held by Freescale 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. Certain affiliates of the Blackstone Funds also hold 3,395,055 Class A limited partnership interests in Freescale Holdings L.P.

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 Freescale Holdings L.P., pursuant to a warrant agreement (the "Warrant"), 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.