NXP Semiconductors (NXPI) Form 3 NXP Semiconductors / PETER KELLY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

KELLY PETER

(Last) (First) (Middle)

C/O NXP SEMICONDUCTORS N.V.

HIGH TECH CAMPUS 60

(Street)

EINDHOVEN P7 5656AG

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2019

3. Issuer Name and Ticker or Trading Symbol
NXP Semiconductors N.V. [ NXPI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	57,184	D
Common Stock	40,000	I	By 2019 GRAT

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	10/27/2019	Common Stock	10,093	(2)	D
Restricted Stock Unit	(3)	10/26/2020	Common Stock	18,182	(2)	D
Restricted Stock Unit	(4)	07/26/2021	Common Stock	22,628	(2)	D
Stock Option (right to buy)	(5)	11/01/2021	Common Stock	65,000	16.84	D
Stock Option (right to buy)	(6)	10/25/2022	Common Stock	40,000	23.49	D
Stock Option (right to buy)	(7)	10/24/2023	Common Stock	35,247	39.58	D
Stock Option (right to buy)	(8)	10/23/2024	Common Stock	42,401	64.18	D
Stock Option (right to buy)	(9)	10/29/2025	Common Stock	23,698	73	D

Explanation of Responses:

1. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 10/27/2016 grant date (subject to the terms of the reporting person's award agreement).

2. Each Restricted Stock Unit represents the conditional right to receive one share of common stock.

3. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 10/26/2017 grant date (subject to the terms of the reporting person's award agreement).

4. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 7/26/2018 grant date (subject to the terms of the reporting person's award agreement).

5. The Stock Options vest at the rate of 25% per year on each anniversary of the 11/01/2011 grant date (subject to the terms of the reporting person's award agreement).

6. The Stock Options vest at the rate of 25% per year on each anniversary of the 10/25/2012 grant date (subject to the terms of the reporting person's award agreement).

7. The Stock Options vest at the rate of 25% per year on each anniversary of the 10/24/2013 grant date (subject to the terms of the reporting person's award agreement).

8. The Stock Options vest at the rate of 25% per year on each anniversary of the 10/23/2014 grant date (subject to the terms of the reporting person's award agreement).

9. The Stock Options vest at the rate of 25% per year on each anniversary of the 10/29/2015 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

The Board of Directors of the Company has determined effective August 1, 2019 to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws, including reports required under Section 16 of the U.S. Securities Exchange Act of 1934 ("Exchange Act"). Previously, the Company has determined that it qualified as a foreign private issuer under the Exchange Act and has made use of the foreign private issuer accommodations under U.S. securities laws.

	/s/ Peter Kelly by Dr. Jean A.W. Schreurs under Power of Attorney	08/01/2019
	** 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 5 (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).
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