NXP Semiconductors (NXPI) Form 3 NXP Semiconductors / Andrew Hardy 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^*

Hardy Andrew

(Last) (First) (Middle)

60 HIGH TECH CAMPUS

(Street)

EINDHOVEN P7 5656

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2025

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)
Chief Sales Officer

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	2,146	D

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)	11/01/2025	Common Stock	715	(2)	D
Restricted Stock Unit	(3)	11/07/2026	Common Stock	1,616	(2)	D
Restricted Stock Unit	(4)	11/05/2027	Common Stock	2,226	(2)	D
Restricted Stock Unit	(5)	04/30/2026	Common Stock	9,759	(2)	D

Explanation of Responses:

1. The Restricted Stock Units vest in three equal annual installments on the anniversary of the 11/1/2022 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 11/7/2023 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 11/5/2024 grant date (subject to the terms of the reporting person's award agreement).

5. The Restricted Stock Units vest in two equal annual installments on the anniversary of the 4/30/2024 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ Andrew Hardy by Timothy Shelhamer under Power of Attorney	02/05/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.