UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   August 2, 2011

Freescale Semiconductor Holdings I, Ltd.
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(Exact name of registrant as specified in its charter)

     
Bermuda 333-141128-05 98-0522138
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6501 William Cannon Drive West, Austin, Texas   78735
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   512-895-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 2, 2011, Paul C. Schorr, IV resigned from the Board of Directors and Audit and Legal Committee of Freescale Semiconductor Holdings I, Ltd. (the "Company"). There were no disagreements with the Company on any matters relating to the Company’s operations, policies or practices that led to Mr. Schorr’s resignation.

(d) On August 3, 2011, James A. Quella was elected to serve on the Board of Directors and the Nominating and Corporate Governance Committee of the Company. Mr. Quella was elected as a director pursuant to the Shareholders’ Agreement among the Company, Freescale Holdings L.P., our principal shareholder, and our sponsors, The Blackstone Group, The Carlyle Group, funds advised by Permira Advisors, LLC and TPG Capital.

The sponsors are parties to certain other arrangements and agreements with the Company as described in our Prospectus filed with the Securities and Exchange Commission on May 26, 2011, under "Certain Relationships and Related Party Transactions."






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Freescale Semiconductor Holdings I, Ltd.
          
August 5, 2011   By:   /s/ Dathan C. Voelter
       
        Name: Dathan C. Voelter
        Title: Assistant Secretary