FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SADASIVAM SHAKER 		2. Issuer Name and Ticker or Trading Symbol

SunEdison Semiconductor Ltd [ SEMI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O SUNEDISON SEMICONDUCTOR LIMITED, 501 PEARL DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/2/2016
(Street)

ST. PETERS, MO 63376
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares   12/2/2016     J    12167   (1) D $12   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (2) 12/2/2016     D         0      (3)   (3) Ordinary Shares   96154.0   $0   0   D    
Restricted Stock Units     (2) 12/2/2016     D         0      (4)   (4) Ordinary Shares   9265.0   $0   0   D    
Restricted Stock Units     (2) 12/2/2016     D         0      (5)   (5) Ordinary Shares   26250.0   $0   0   D    
Restricted Stock Units     (2) 12/2/2016     D         0      (6)   (6) Ordinary Shares   61600.0   $0   0   D    
Employee Share Option (right to buy)   $3.3   12/2/2016     D         32713      (7) 4/25/2022   Ordinary Shares   32713.0     (8) 0   D    
Employee Share Option (right to buy)   $11.11   12/2/2016     D         16048      (9) 4/27/2021   Ordinary Shares   16048.0     (8) 0   D    
Employee Share Option (right to buy)   $1.68   12/2/2016     D         17447      (10) 7/24/2022   Ordinary Shares   17447.0     (8) 0   D    
Employee Share Option (right to buy)   $3.12   12/2/2016     D         21460      (10) 9/18/2022   Ordinary Shares   21460.0     (8) 0   D    
Employee Share Option (right to buy)   $9.15   12/2/2016     D         39255      (11) 7/18/2023   Ordinary Shares   39255.0     (8) 0   D    
Employee Share Option (right to buy)   $6.28   12/2/2016     D         0      (12) 4/1/2026   Ordinary Shares   326700.0     (8) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Implementation Agreement (the "Implementation Agreement"), dated as of August 17, 2016, by and among SunEdison Semiconductor Limited (the "Company"), GlobalWafers Co., Ltd. ("GWC") and GWafers Singapore Pte. Ltd. ("Acquiror") and Scheme of Arrangement under Singapore law, Acquiror acquired all of the outstanding ordinary shares of the Company (including those of Mr. Sadasivam, but excluding those held by GWC, Acuiror and their subsidiaries) in exchange for a cash payment of $12.00 per share on December 2, 2016.
( 2)  Restricted stock units ("RSUs") granted under the Company's 2014 Long-Term Incentive Plan (the "LTIP"). Each RSU represented a contingent right to receive an ordinary share of the Company
( 3)  The RSUs were granted on May 28, 2014, and would have vested in full upon achievement of a performance criteria. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU, assuming achievement of the performance goal at 100% of target level.
( 4)  The RSUs were granted on June 13, 2014 and were scheduled to vest in equal installments on the third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.
( 5)  The RSUs were granted on June 11, 2015 and were scheduled to vest in equal installments on the second, third and fourth anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU
( 6)  The RSUs were granted on April 1, 2016 and were scheduled to vest in four equal installments commencing on the first anniversary of the date of grant. Pursuant to the Implementation Agreement, these RSUs became vested in their entirety and converted into the right to receive a cash payment equal to $12.00 per share covered by the RSU.
( 7)  This option was scheduled to vest in two equal annual installments commencing April 25, 2015.
( 8)  This option, granted under the LTIP, became fully vested (to the extent not already fully vested) and terminated in its entirety pursuant to the Implementation Agreement in exchange for a cash payment equal to the product of (i) $12.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.
( 9)  This option vested in full on April 27, 2015
( 10)  This option vested in full on March 19, 2015.
( 11)  This option vested in full on the first anniversary of the date that the Company's compensation committee determined that the corresponding combined EBITDA target was achieved for either of 2014 or 2015.
( 12)  326,700 derivative securities disposed of.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SADASIVAM SHAKER
C/O SUNEDISON SEMICONDUCTOR LIMITED
501 PEARL DRIVE
ST. PETERS, MO 63376

CEO

Signatures
Sally H. Townsley, under Power of Attorney 12/6/2016
** 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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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