SEC FORM 3 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*
Shull Keith M

(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 Human Resources
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 18,352 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) 10/27/2019 Common Stock 7,402 (2) D
Restricted Stock Unit (3) 07/26/2021 Common Stock 12,930 (2) D
Stock Option (right to buy) (4) 10/29/2025 Common Stock 3,556 73 D
Stock Option (right to buy) (5) 04/26/2026 Common Stock 12,340 86.69 D
Explanation of Responses:
1. The Restricted Stock Units vest in two installments, two thirds of the award vested on 12/16/2016 and the remaining one third will vest on 10/27/2019 (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 7/26/2018 grant date (subject to the terms of the reporting person's award agreement).
4. 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).
5. The Stock Options vest at the rate of 25% per year on each anniversary of 10/29/2015 (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/ Keith Shull 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).
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.
                                                         Power of Attorney


I, the undersigned, hereby appoint Jennifer Wuamett, Jean Schreurs, and Timothy Shelhamer, and each of them, acting alone
without the other, my true and lawful attorneys-in-fact, with full power of substitution and revocation, to prepare,
execute and file on my behalf with respect to my holdings of and transactions in securities issued by NXP Semiconductors
N.V. (the "Company"):

* any and all Forms 3, 4, 5 and 144 and any successor forms (and any amendments or corrections to all such forms); and

* any related documents or items (including a Form ID and any other documents necessary to obtain codes and passwords
necessary to make electronic filings) which any one of them may deem needed or desirable with the Securities and Exchange
Commission and any and all applicable stock exchanges.

In addition, I hereby grant unto said attorneys-in-fact full power and authority to do and perform each and every act
and thing necessary or appropriate in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required, by me.  I hereby ratify and confirm all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers granted herein.

I acknowledge that this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or
her discretion on information provided to such attorney-in-fact without independent verification of such information, and
this Power of Attorney does not relieve me from responsibility for complying with Section 16(a) of the Securities Exchange
Act of 1934, as amended.  This Power of Attorney shall remain in full force and effect until revoked by delivering a
signed Revocation of Power of Attorney to each of the foregoing attorneys-in-fact.

The undersigned agrees that each attorney-in-fact may rely entirely on information furnished orally or in writing by the
undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each
attorney-in-fact against any losses, claims, damages or liabilities that arise out of or are based upon any untrue
statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for
purposes of executing, acknowledging, delivering or filing Forms 3, 4, 5 or 144 (including amendments thereto) or Form ID,
and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage or liability.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned in connection with matters
substantially similar to those discussed herein, and any and all other previous powers of attorney are hereby revoked.


                                                                                    By:    /s/ Keith Shull
                                                                                Name:   Keith Shull
                                                                                Title:  EVP Human Resources
                                                                                    Date:   10 July 2019