Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sadana Sumit
   2. Issuer Name and Ticker or Trading Symbol
FREESCALE SEMICONDUCTOR INC [FSL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP Strategy & Bus. Develop
(Last)
(First)
(Middle)
C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST		 3. Date of Earliest Transaction (Month/Day/Year)
12/01/2006
(Street)

AUSTIN, TX 78735		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Freescale Semiconductor, Inc. Class A Common Stock 12/01/2006   A(1)   9,538 A $ 0 104,370 D  
Freescale Semiconductor, Inc. Class A Common Stock 12/01/2006   D(2)   104,370 D $ 40 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Employee stock option (right to buy) $ 17.34 12/07/2004   D     70,000   (3) 12/07/2014 Class A Common Stock 70,000 $ 40 (4) 0 D  
Employee stock option (right to buy) $ 18.96 05/11/2005   D     70,000   (3) 05/11/2012 Class A Common Stock 70,000 $ 40 (5) 0 D  
Employee stock option (right to buy) $ 31.45 04/24/2006   D     31,872   (3) 04/24/2013 Class A Common Stock 31,872 $ 40 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sadana Sumit
C/O FREESCALE SEMICONDUCTOR, INC.
6501 WILLIAM CANNON DRIVE WEST
AUSTIN, TX 78735		       Sr. VP Strategy & Bus. Develop  

Signatures

 /s/ Sumit Sadana by Dathan Voelter under Power of Attorney   12/05/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the issuance of restricted stock units that settle in Issuer's Class A Common Stock pursuant to a performance based award granted to Reporting Person under the Freescale Semiconductor, Inc. Omnibus Incentive Plan of 2005. The amount of restricted stock units issued under the award was calculated pursuant to the change of control provisions of the award agreement as a result of the transactions consummated under the Merger Agreement dated September 15, 2006 by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.
(2) Includes Reporting Person's restricted stock units which were accelerated and converted into the right to receive $40 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated September 15, 2006, by and among the Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation.
(3) Only vested options can be exercised. The options vest at the rate of 25% per year on each anniversary of the grant date so that the option is fully vested on the fourth anniversary of the grant date.
(4) Reporting Person's options were accelerated under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. This option to purchase Issuer common stock was granted under the Omnibus Incentive Plan of 2004. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash or equity, as applicable, in an amount equal to the excess (if any) of $40 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.
(5) Reporting Person's options were accelerated under the terms of the Merger Agreement dated September 15, 2006, by and among Issuer, Firestone Holdings LLC and Firestone Acquisition Corporation. This option to purchase Issuer common stock was granted under the Freescale Semiconductor, Inc. Omnibus Incentive Plan of 2005. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash or equity, as applicable, in an amount equal to the excess (if any) of $40 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

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