Blackstone Inc. — Director's Dealing 2015

May 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freescale Semiconductor, Ltd. (FSL)
CIK: 0001392522
Period of Report: 2015-05-07

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-07	Common Shares	X	9534587	$36.12	Acquired	205671482	Indirect
2015-05-07	Common Shares	J	8691432	$39.62	Disposed	196980050	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-07	Warrants	$36.12	X	9534587	Disposed		Common Shares (9534587)	Indirect

Footnotes

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 grated 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.