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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1. Name and Address of Reporting Person * SADASIVAM SHAKER   2. Issuer Name and Ticker or Trading Symbol SunEdison Semiconductor Ltd [SEMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O SUNEDISON SEMICONDUCTOR LIMITED, 501 PEARL DRIVE (CITY OF O'FALLON) 3. Date of Earliest Transaction (Month/Day/Year) 01/20/2015 (Street) ST. PETERS, MO 63376 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) Code V Amount (A) or (D) Price

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Share Option (right to buy)

$ 3.3

01/20/2015

A

32,713

(1)

04/25/2022

Ordinary Shares

32,713

(2) (3)

32,713

D

Employee Share Option (right to buy)

$ 11.11

01/20/2015

A

16,048

(4)

04/27/2021

Ordinary Shares

16,048

(2) (3)

16,048

D

Employee Share Option (right to buy)

$ 3.12

01/20/2015

A

21,460

(5)

09/18/2022

Ordinary Shares

21,460

(2) (3)

21,460

D

Employee Share Option (right to buy)

$ 1.68

01/20/2015

A

17,447

(5)

07/24/2022

Ordinary Shares

17,447

(2) (3)

17,447

D

Employee Share Option (right to buy)

$ 9.15

01/20/2015

A

39,255

(6)

07/18/2023

Ordinary Shares

39,255

(2) (3)

39,255

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SADASIVAM SHAKER C/O SUNEDISON SEMICONDUCTOR LIMITED 501 PEARL DRIVE (CITY OF O'FALLON) ST. PETERS, MO 63376	X		See Remarks

Signatures

/s/ Sally H. Townsley, under Power of Attorney		01/22/2015
**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)	50% of the Employee Share Option will vest on each of April 25, 2015 and April 25, 2016.
(2)	The Employee Share Option 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)	The Employee Share Option will vest in full on April 27, 2015.
(5)	The Employee Share Option will vest in full on March 19, 2015.
(6)	The Employee Share Option is a performance based grant that will vest, if at all, on the first anniversary of the date when the Company's compensation committee has determined that the corresponding combined EBITDA target has been achieved for either of 2014 or 2015.
Remarks: President, Chief Executive Officer

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