Carlyle Group Inc. — Director's Dealing 2015

May 12, 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: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)
Reporting Person: Carlyle Group L.P. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.P. (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	S	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: The Reporting Persons may be deemed to be beneficial owners of these securities via entities that are directly or indirectly controlled by TC Group Cayman Investment Holdings Sub L.P. and which in the aggregate hold (1) 1,125,000 Class A limited partnership interests in Holdings L.P., the direct holder of the reported securities, and (2) interests in Freescale Holdings GP, Ltd., the general partner of Holdings L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein, if any.

F3: Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P.

F4: 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.