SEC Filing | NXP Semiconductors

View:

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ronald Martino

(Last)

(First)

(Middle)

60 HIGH TECH CAMPUS

(Street)

EINDHOVEN

5656 AG

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Global Sales

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2022		M		1,157⁽¹⁾	A	$0	14,268	D
Common Stock	07/28/2022		F		282⁽¹⁾	D	$181.42	13,986	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	07/28/2022		M			1,158	⁽³⁾	07/28/2023	Common Stock	1,158	$0	1,157	D

Explanation of Responses:

1. The reporting person became obligated to report transactions pursuant to Section 16(a) on July 26, 2022. This transaction is being reported late due to an administrative delay in obtaining the reporting person's filing codes with the SEC necessary to file Section 16 reports.

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 7/28/2020 grant date (subject to the terms of the reporting person's award agreement).

Remarks:

	/s/ Ronald Martino by Timothy Shelhamer under Power of Attorney	08/02/2022
	** 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 4 (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, Timothy Shelhamer and Vivian DePietro, 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/ Ronald M. Martino
Name:  Ron Martino
Title:  Chief Sales Officer
Date: 7/15/2022