NXP SEMICONDUCTORS N.V.
60 High Tech Campus
5656AG Eindhoven
Netherlands
April 12, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Gregory Herbers
| Re: | NXP Semiconductors N.V. |
Registration Statement on Form S-4
File No. 333-263732
Filed March 21, 2022
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, NXP Semiconductors N.V. and the co-registrants named on the signature pages hereto (the “Registrants”) hereby respectfully request acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, April 14, 2022, or as soon as thereafter practicable.
We request that we be notified of such effectiveness by a telephone call to Laura A. Kaufmann Belkhayat, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrants’ counsel, at (212) 735-2439, and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| NXP SEMICONDUCTORS N.V. | ||
| NXP B.V. | ||
| NXP FUNDING LLC | ||
| NXP USA, INC. | ||
| By: | /s/ Timothy Shelhamer | |
| Name: | Timothy Shelhamer | |
| Title: | Authorized Signatory | |
cc: Skadden, Arps, Slate, Meagher & Flom LLP