SunEdison Semiconductor Limited
11 Lorong 3 Toa Payoh
Singapore 319579
June 22, 2015
VIA EDGAR
Russell Mancuso
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
| Re: | SunEdison Semiconductor Limited |
Registration Statement on Form S-3
Filed June 1, 2015
File No. 333-204596
Dear Mr. Mancuso:
This letter sets forth the response of SunEdison Semiconductor Limited (the “Company”) to the comment contained in your letter dated June 19, 2015, relating to the Registration Statement on Form S-3 (File No. 333-204596) filed on June 1, 2015 (the “Registration Statement”). The Company’s response is set forth below. The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement to reflect the Company’s response to the comment received.
For reference purposes, the heading and comment in your letter have been reproduced below in bold, followed by the Company’s response.
Signatures, page II-5
| 1. | Please have your registration statement signed by your authorized representative in the United States. Refer to Signatures Instruction 1 to Form S-3. |
The Company’s authorized representative in the United States has executed the Registration Statement as amended on the date hereof.
Russell Mancuso
United States Securities and Exchange Commission
June 22, 2015
Page 2
If you should have any questions concerning this letter or if you would like any additional information, please do not hesitate to contact LaDawn Naegle at Bryan Cave (202/508-6046) or me (636/474-5276).
| Very truly yours, |
| /s/ Jeffrey L. Hall |
| Jeffrey L. Hall |
| Executive Vice President Finance & Administration and Chief Financial Officer |
| cc: | Ms. Heather Percival |