Nxp Semiconductors — Major Shareholding Notification 2017

Feb 14, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NXP Semiconductors N.V.

(Name of Issuer)

Ordinary Shares, par value EUR 0.20 per share

(Title of Class of Securities)

N6596X109

(CUSIP Number)

December 31, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G

CUSIP No. N6596X109 Page 2 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Capital Partners (Cayman) V L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 3 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Capital Partners (Cayman) V-A L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 4 of 29 Pages

| 1. | Name of
Reporting Persons: BCP (Cayman) V-S L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 5 of 29 Pages

| 1. | Name of
Reporting Persons: BCP V Co-Investors (Cayman) L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 6 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Firestone Transaction Participation Partners (Cayman)
L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 7 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Firestone Principal Transaction Partners (Cayman)
L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 8 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Family Investment Partnership (Cayman) V-SMD
L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 9 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Family Investment Partnership (Cayman) V
L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 10 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Participation Partnership (Cayman) V L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 11 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Management Associates (Cayman) V L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 12 of 29 Pages

| 1. | Name of
Reporting Persons: BCP V GP L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): OO | |

13G

CUSIP No. N6596X109 Page 13 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone LR Associates (Cayman) V Ltd. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): OO | |

13G

CUSIP No. N6596X109 Page 14 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Family GP L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): OO | |

13G

CUSIP No. N6596X109 Page 15 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Holdings III L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Quebec, Canada | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 16 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Holdings III GP L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 17 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Holdings III GP Management L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): OO | |

13G

CUSIP No. N6596X109 Page 18 of 29 Pages

| 1. | Name of
Reporting Persons: The Blackstone Group L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): PN | |

13G

CUSIP No. N6596X109 Page 19 of 29 Pages

| 1. | Name of
Reporting Persons: Blackstone Group Management L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): OO | |

13G

CUSIP No. N6596X109 Page 20 of 29 Pages

| 1. | Name of
Reporting Persons: Stephen A. Schwarzman | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 0 |
| | 6. | Shared Voting Power: 0 |
| | 7. | Sole Dispositive Power: 0 |
| | 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 | |
| 10. | Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9): 0.0% | |
| 12. | Type of Reporting Person (See
Instructions): IN | |

ITEM 1. (a). Name of Issuer

NXP Semiconductors N.V. (the “Company”)

(b). Address of Issuer’s Principal Executive Offices:

60 High Tech Campus, 5656 AG, Eindhoven, The Netherlands

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i) Blackstone Capital Partners (Cayman) V L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(ii) Blackstone Capital Partners (Cayman) V-A L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(iii) BCP (Cayman) V-S L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(iv) BCP V Co-Investors (Cayman) L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(v) Blackstone Firestone Transaction Participation Partners (Cayman) L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(vi) Blackstone Firestone Principal Transaction Partners (Cayman) L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(vii) Blackstone Family Investment Partnership (Cayman) V-SMD L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(viii) Blackstone Family Investment Partnership (Cayman) V L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(ix) Blackstone Participation Partnership (Cayman) V L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(x) Blackstone Management Associates (Cayman) V L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(xi) BCP V GP L.L.C.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xii) Blackstone LR Associates (Cayman) V Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Cayman Islands

(xiii) Blackstone Family GP L.L.C.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xiv) Blackstone Holdings III L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: Quebec, Canada

(xv) Blackstone Holdings III GP L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xvi) Blackstone Holdings III GP Management L.L.C.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xvii) The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xviii) Blackstone Group Management L.L.C.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xix) Stephen A. Schwarzman

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Citizenship: United States

Item 2(d). Title of Class of Securities:

Ordinary Shares, par value EUR 0.20 per share (the “Ordinary Shares”).

Item 2(e). CUSIP Number: N6596X109

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

ITEM 4. Ownership.

(a) Amount beneficially owned:

None of the Reporting Persons beneficially own any Ordinary Shares.

(b) Percent of class:

Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Ordinary Shares listed on such Reporting Person’s cover page.

(c) Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See each cover page hereof.

(ii) Shared power to vote or to direct the vote:

See each cover page hereof.

(iii) Sole power to dispose or to direct the disposition of:

See each cover page hereof.

(iv) Shared power to dispose or to direct the disposition of:

See each cover page hereof.

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not Applicable.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.04a-11.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated February 14, 2017

BLACKSTONE CAPITAL PARTNERS (CAYMAN) V L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BCP (CAYMAN) V-S L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer

[NXP Semiconductors N.V. – Schedule 13G/A]

BCP V CO-INVESTORS (CAYMAN) L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE FIRESTONE TRANSACTION PARTICIPATION PARTNERS (CAYMAN) L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE FIRESTONE PRINCIPAL TRANSACTION PARTNERS (CAYMAN) L.P.
By: Blackstone Management Associates (Cayman) V L.P., its General Partner
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD L.P.
By: Blackstone Family GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer

[NXP Semiconductors N.V. – Schedule 13G/A]

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V L.P.
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V L.P.
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) V L.P
By: BCP V GP L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BCP V GP L.L.C
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer

[NXP Semiconductors N.V. – Schedule 13G/A]

BLACKSTONE LR ASSOCIATES (CAYMAN) V LTD.
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE FAMILY GP L.L.C.
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE HOLDINGS III L.P.
By: Blackstone Holdings III GP L.P., its General Partner
By: Blackstone Holdings III GP Management L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE HOLDINGS III GP L.P.
By: Blackstone Holdings III GP Management L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer

[NXP Semiconductors N.V. – Schedule 13G/A]

THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
STEPHEN A. SCHWARZMAN
/s/ Stephen A. Schwarzman
Name:	Stephen A. Schwarzman

[NXP Semiconductors N.V. – Schedule 13G/A]