Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  BEYER RICHARD M
2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2011
3. Issuer Name and Ticker or Trading Symbol
Freescale Semiconductor Holdings I, Ltd. [FSL]
(Last)
(First)
(Middle)
C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78735
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 407,139
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock options (right to buy)   (1) 04/06/2019 Common Shares 2,562,027 $ 6.3984 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BEYER RICHARD M
C/O FREESCALE SEMICONDUCTOR, INC.
6501 WILLIAM CANNON DRIVE WEST
AUSTIN, TX 78735
  X     Chief Executive Officer  

Signatures

/s/ Richard M. Beyer by Dathan Voelter under Power of Attorney 05/25/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The options vest at the rate of 25% per year on each anniversary of the April 6, 2009 grant date so that the option is fully vested on the fourth anniversary of the grant date (in each case subject to the terms of the Reporting Person's award agreement).

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