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Filing Details

Accession Number:: 0001104659-13-043275
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-20 18:37:59
Reporting Period:: 2013-05-16

Filing Date:: 2013-05-20
Accepted Time:: 2013-05-20 18:37:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1322705	Spansion Inc.	CODE	Semiconductors & Related Devices (3674)	300177542

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1410377	Silver Lake Sumeru Fund Lp	2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	No	No	Yes	No
1463520	Silver Lake Technology Investors Sumeru, L.p.	2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	No	No	Yes	No
1463521	Silver Lake Technology Associates Sumeru, L.p.	2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	No	No	Yes	No
1463527	Slta Sumeru (Gp), L.l.c.	2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	No	No	Yes	No
1491156	Sls Spansion Holdings, Llc	2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.001 Per Share	Disposition	2013-05-16	1,322,660	$12.85	5,491,494	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

These shares of Class A Common Stock (the "Securities") are directly owned by SLS Spansion Holdings, LLC ("SLS Spansion"). Silver Lake Sumeru Fund, L.P. (the "Sumeru Fund") is the managing member of SLS Spansion, and Silver Lake Technology Investors Sumeru, L.P. (the "Side Fund") is a member of SLS Spansion. Silver Lake Technology Associates Sumeru, L.P. (the "Lower GP") is the sole general partner of each of the Sumeru Fund and the Side Fund. SLTA Sumeru (GP), L.L.C. (the "Upper GP") is the sole general partner of the Lower GP.
As such, under Rule 16a-1(a)(2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Securities owned directly by SLS Spansion may also be deemed to be beneficially owned by: (i) the Sumeru Fund and the Side Fund as members of SLS Spansion; (ii) the Lower GP, as the sole general partner of the Sumeru Fund and the Side Fund; and (iii) the Upper GP, as the sole general partner of the Lower GP. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the reporting persons (other than SLS Spansion) disclaims beneficial ownership of the Securities, except to the extent of its pecuniary interest
In addition to the Securities reported herein, Silver Lake Credit Fund, L.P. (the "Credit Fund") and SL Capital Appreciation Fund, L.L.C. (the "Cap Appreciation Fund") also own 2,812,215 and 298,036 shares of Class A Common Stock, respectively. Silver Lake Group, L.L.C. ("SLG"), which is a managing member of the Upper GP described above, is also the managing member of (i) the Cap Appreciation Fund and (ii) SLFA (GP), L.L.C., the general partner of Silver Lake Financial Associates, L.P., which is in turn the general partner of the Credit Fund. SLG disclaims beneficial ownership of the shares held directly by the Credit Fund, except to the extent of any pecuniary interest therein.
Each of Paul Mercadante and Ajay Shah is (i) an officer of Silver Lake Management Company Sumeru, L.L.C. ("SLMCS") and a managing director of certain of the affiliated entities described above and (ii) a former member of the board of directors of Spansion Inc. Pursuant to director compensation arrangements of Spansion Inc., Mr. Mercadante has been granted 62,500 shares of restricted Class A Common Stock and options to acquire 118,500 shares of Class A Common Stock and Mr. Shah has been granted 43,000 shares of restricted Class A Common Stock and options to acquire 74,000 shares of Class A Common Stock. Such restricted stock and options were granted pursuant to the Spansion Inc. 2010 Equity Incentive Award Plan. Pursuant to their arrangements with SLMCS with respect to director compensation, the proceeds therefrom will be assigned to SLMCS. Such shares and options are not reflected in this Form 4.