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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract | (1) (2) | 01/16/2007 | X(1)(3) | 250,000 (1) (2) | (1) | (1) | Ordinary Shares | 250,000 | $ 0 (1) (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 13.98 | 09/21/2001 | A | 150,000 | (4) | 09/21/2011 | Ordinary Shares | 150,000 | $ 0 | 150,000 | D | ||||
| Employee Stock Option (right to buy) | $ 7.9 | 07/01/2002 | A | 2,000,000 | (5) | 07/01/2012 | Ordinary Shares | 2,000,000 | $ 0 | 2,000,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCNAMARA MICHAEL M C/O FLEXTRONICS INTERNATIONAL USA INC. 2090 FORTUNE DRIVE SAN JOSE, CA 95131 |
X | Chief Executive Officer | ||
| /s/ Michael McNamara by Patricia Doherty as attorney-in-fact | 01/17/2007 | |
| **Signature of Reporting Person | Date |
| * | 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 settlement of a prepaid variable share forward contract (the "Forward Contract") that the Reporting Person and his wife entered into on November 14, 2001 with an unrelated third party. The Forward Contract covered up to 250,000 ordinary shares of the Issuer and had a maturity date of January 16, 2007. On the maturity date, the Reporting Person and his wife became obligated to settle the Forward Contract by delivering 250,000 ordinary shares. Upon entering into the Forward Contract on November 14, 2001, the Reporting Person and his wife received a cash payment of $4,470,350.00. |
| (2) | The Forward Contract provided that, at maturity, subject to a cash settlement option, the Reporting Person and his wife were required to deliver a number of ordinary shares equal to (i) 250,000 shares if the closing price per share on the maturity date was equal to or less than $23.8896, (ii) 250,000 shares multiplied by a fraction, the numerator of which was $23.8896 and the denominator of which was the closing price per share on the maturity date, if the closing price per share on the maturity date was less than $40.6123 but greater than $23.8896, and (iii) 250,000 shares multiplied by a fraction, the numerator of which was $23.8896 plus the difference between the closing price per share on the maturity date and $40.6123, and the denominator of which was the closing price per share on the maturity date, if the closing price per share on the maturity date was $40.6123 or greater. |
| (3) | Transaction Code K also applies. |
| (4) | The options vested and became exerciseable in twelve equal monthly installments beginning on the grant date. |
| (5) | The options became vested and exerciseable with respect to 10% of the total grant on July 1, 2003; 10% of the total grant on July 1, 2004; 20% of the total grant on July 1, 2005 and 20% of the total grant on July 1, 2006. The remaining 40% of the total grant will vest on July 1, 2007. |