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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kauffmann John Anthony 		2. Issuer Name and Ticker or Trading Symbol

SunEdison Semiconductor Ltd [ SEMI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SENIOR VP - GLOBAL SALES
(Last)          (First)          (Middle)

C/O SUNEDISON SEMICONDUCTOR LIMITED, 501 PEARL DRIVE (CITY OF O?FALLON) 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/20/2015
(Street)

ST. PETERS, MO 63376
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 Share Option (right to buy)   $9.15   1/20/2015     A      981         (1) 7/18/2023   Ordinary Shares   981     (2) (3) 981   D    
Restricted Stock Units     (4) 1/20/2015     A      491         (5)   (5) Ordinary Shares   491     (2) (3) 491   D    
Employee Share Option (right to buy)   $3.30   1/20/2015     A      1309         (6) 4/25/2022   Ordinary Shares   1309     (2) (3) 1309   D    
Restricted Stock Units     (4) 1/20/2015     A      654         (7)   (7) Ordinary Shares   654     (2) (3) 654   D    
Employee Share Option (right to buy)   $11.11   1/20/2015     A      837         (8) 4/27/2021   Ordinary Shares   837     (2) (3) 837   D    
Employee Share Option (right to buy)   $3.12   1/20/2015     A      3664         (9) 9/18/2022   Ordinary Shares   3664     (2) (3) 3664   D    
Employee Share Option (right to buy)   $1.68   1/20/2015     A      2966         (10) 7/24/2022   Ordinary Shares   2966     (2) (3) 2966   D    
Restricted Stock Units     (4) 1/20/2015     A      131         (11)   (11) Ordinary Shares   131     (2) (3) 131   D    

Explanation of Responses:
( 1)  Employee Share Option will vest as follows: 327 options will vest on each of July 18, 2015, July 18, 2016 and July 18, 2017.
( 2)  The Employee Share Option or restricted stock unit, as applicable, was issued in connection with a share exchange program adopted by the board of directors of SunEdison Semiconductor Limited (the "Company"). Pursuant to the share exchange program, each employee of the Company who had received options to purchase common stock or restricted stock units of SunEdison, Inc., the Company's former parent company ("SunEdison), was eligible to receive an exchange grant of options to purchase ordinary shares or restricted share units of the Company, as applicable, which exchange grant generally preserved the value of the original awards.
( 3)  (Continued from Footnote 2) This exchange was effected when SunEdison ceased to own more than 50% of the Company on January 20, 2015, at which time the Company's employees would have otherwise been deemed to have a termination of employment from SunEdison under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) without compensation in accordance with the terms of such plans.
( 4)  Each restricted stock unit represents a contingent right to receive one ordinary share of the Company.
( 5)  The restricted stock units will vest as follows: 164 restricted stock units will vest on each of July 18, 2015 and July 18, 2016 and 163 restricted stock units will vest on July 18, 2017.
( 6)  The Employee Share Option will vest as follows: 655 options will vest on April 25, 2015 and 654 options will vest on April 25, 2016.
( 7)  50% of the restricted stock units will vest on each of April 25, 2015 and April 25, 2016.
( 8)  The Employee Share Option will vest in full on April 27, 2015.
( 9)  The Employee Share Option will vest in full on March 19, 2015.
( 10)  The Employee Share Option will vest in full on March 19, 2015.
( 11)  The restricted stock units will vest in full on April 27, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kauffmann John Anthony
C/O SUNEDISON SEMICONDUCTOR LIMITED
501 PEARL DRIVE (CITY OF O?FALLON)
ST. PETERS, MO 63376

SENIOR VP - GLOBAL SALES

Signatures
/s/ Sally H. Townsley, under Power of Attorney 1/22/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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