Edgar Filing: FLEXTRONICS INTERNATIONAL LTD.

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 ^*

MCNAMARA MICHAEL M

2. Issuer Name and Ticker or Trading Symbol
FLEXTRONICS INTERNATIONAL LTD. [FLEX]

5. 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

(Last)

(First)

(Middle)

C/O FLEXTRONICS INTERNATIONAL USA INC., 6201 AMERICA CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2016

(Street)

SAN JOSE, CA 95002

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/09/2016		M		29,886	A	$ 11.23	2,963,977	D
Ordinary Shares	03/09/2016		S		29,886	D	$ 11.2921 ⁽¹⁾	2,934,091	D
Ordinary Shares	03/10/2016		M		18,082	A	$ 11.23	2,952,173	D
Ordinary Shares	03/10/2016		S		18,082	D	$ 11.2938 ⁽²⁾	2,934,091	D
Ordinary Shares	03/11/2016		M		183,565	A	$ 11.23	3,117,656	D
Ordinary Shares	03/11/2016		S		183,565	D	$ 11.3644 ⁽³⁾	2,934,091 ⁽⁴⁾ ⁽⁵⁾	D ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 11.23

03/09/2016

29,886

⁽⁷⁾

04/17/2016

Ordinary Shares

29,886

$ 0

670,114

Employee Stock Option (Right to Buy)

$ 11.23

03/10/2016

18,082

⁽⁷⁾

04/17/2016

Ordinary Shares

18,082

$ 0

652,032

Employee Stock Option (Right to Buy)

$ 11.23

03/11/2016

183,565

⁽⁷⁾

04/17/2016

Ordinary Shares

183,565

$ 0

468,467

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCNAMARA MICHAEL M C/O FLEXTRONICS INTERNATIONAL USA INC. 6201 AMERICA CENTER DRIVE SAN JOSE, CA 95002	X		Chief Executive Officer

Signatures

/s/ Michael McNamara, by Jonathan S. Hoak as attorney-in-fact		03/11/2016
^**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)	Price reflects weighted average sales price; actual sales prices ranged from $11.29 to $11.305. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
(2)	Price reflects weighted average sales price; actual sales prices ranged from $11.29 to $11.31. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
(3)	Price reflects weighted average sales price; actual sales prices ranged from $11.29 to $11.44. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.
(4)	Includes the following: (1) 112,500 unvested Restricted Share Units, which will vest on May 17, 2016; (2) 225,000 unvested Restricted Share Units, which will vest in two equal annual installments beginning on May 21, 2016; (3) 273,973 unvested Restricted Share Units, which will vest in three equal annual installments beginning on June 26, 2016; and (4) 359,504 unvested Restricted Share Units, which will vest in four equal annual installments beginning on June 10, 2016.
(5)	Each unvested Restricted Share Unit represents a contingent right to receive one unrestricted, fully transferable share for each vested Restricted Share Unit which has not previously forfeited.
(6)	The shares are held by the McNamara Family Trust.
(7)	The award was fully vested on April 17, 2010.
Remarks: The option exercised as reported in this Form 4 is scheduled to expire on April 17, 2016, and was effected pursuant to a Rule 10b5-1 trading plan.

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