filings.toolsItem 7. Major Shareholders and Related Party Transactions
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Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table shows the amount and percentage of our common stock beneficially owned as of December 31, 2015, December 31, 2014 and December 31, 2013 by (i) each person who is or was known by us to own beneficially more than 5% of our common stock, (ii) each current member of our board of directors, and (iii) all members of the board and named executive officers as a group. A person is a “beneficial owner” of a security if that person has or shares voting or investment power over the security or if he has the right to acquire beneficial ownership within 60 days. Unless otherwise noted, these persons may be contacted at our executive offices and, unless otherwise noted, have to our knowledge sole voting and investment power over the shares listed.
| Common Stock Beneficially Owned as of December 31 | ||||||||||||||||||||||||
| 2015 | 2014 | 2013 | ||||||||||||||||||||||
| Number | %* | Number | %* | Number | %* | |||||||||||||||||||
| Blackstone Funds(1) | 33,275,028 | 9.62 | — | — | — | — | ||||||||||||||||||
| Wellington Management Company, LLP | — | — | 18,843,170 | 7.48 | 28,935,677 | 11.49 | ||||||||||||||||||
| FMR LLC(2) | 22,525,068 | 6.51 | 22,796,838 | 9.05 | 23,180,919 | 9.21 | ||||||||||||||||||
| T. Rowe | — | — | 1,715,115 | 0.68 | 18,606,181 | 7.39 | ||||||||||||||||||
| Richard L. Clemmer | 4,188,683 | 1.21 | 3,410,762 | 1.36 | 3,224,174 | 1.28 | ||||||||||||||||||
| Sir Peter Bonfield | 30,487 | 0.01 | 25,312 | 0.01 | 43,549 | 0.02 | ||||||||||||||||||
| Johannes P. Huth | 8,135 | 0.002 | 98,351 | 0.04 | 89,999 | 0.04 | ||||||||||||||||||
| Kenneth Goldman | 33,526 | 0.01 | 28,351 | 0.011 | 22,999 | 0.01 | ||||||||||||||||||
| Dr. Marion Helmes | 6,487 | 0.002 | 1,685 | 0.001 | — | — | ||||||||||||||||||
| Josef Kaeser | 30,487 | 0.01 | 25,312 | 0.01 | 19,999 | 0.01 | ||||||||||||||||||
| Ian Loring(3) | 36,486 | 0.01 | 28,351 | 0.011 | 7,764,240 | 3.08 | ||||||||||||||||||
| Eric Meurice | 3,117 | 0.001 | — | — | — | — | ||||||||||||||||||
| Julie Southern | 4,127 | 0.001 | 1,072 | 0.001 | — | — | ||||||||||||||||||
| Rick Tsai | 3,117 | 0.001 | — | — | — | — | ||||||||||||||||||
| Peter Smitham | — | — | — | — | — | — | ||||||||||||||||||
| Gregory L. Summe | 4,381 | 0.001 | — | — | — | — | ||||||||||||||||||
| All directors and named executive officers as a group(4) | 4,349,033 | 1.26 | 3,619,196 | 1.44 | 11,184,959 | 4.45 |
| * | Percentage computations are based on 346,002,862 shares of our common stock issued and outstanding as of December 31, 2015, and 251,751,500 as of December 31, 2014 and December 31, 2013. |
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| (1) | Blackstone Capital Partners (Cayman) V L.P. (“BCP V”) directly holds 4,156,503 common shares, Blackstone Capital Partners (Cayman) V-A L.P. (“BCP V-A”) directly holds 3,848,209 common shares, BCP (Cayman) V-S L.P. (“BCP V-S”) directly holds 3,296,062 common shares, BCP V Co-Investors (Cayman) L.P. (“Co-Investors”) directly holds 7,914,873 common shares, Blackstone Firestone Transaction Participation Partners (Cayman) L.P. (“BFTPP”) directly holds 6,248,154 common shares, Blackstone Firestone Principal Transaction Partners (Cayman) L.P. (“BFPTP”) directly holds 7,350,770 common shares, Blackstone Family Investment Partnership (Cayman) V-SMD L.P. (“BFIP V-SMD”) directly holds 40,285 common shares, Blackstone Family Investment Partnership (Cayman) V L.P. (“BFIP V”) directly holds 392,641 common shares, and Blackstone Participation Partnership (Cayman) V L.P. (“BPP V” and, together with BCP V, BCP V-A, BCP V-S, Co-Investors, BFTPP, BFPTP, BFIP V-SMD and BFIP V, the “Blackstone Funds”) directly holds 27,531 common shares. |
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The general partner of each of BCP V, BCP V-A, BCP V-S, Co-Investors, BFTPP and BFPTP is Blackstone Management Associates (Cayman) V L.P. (“BMA V”). The general partner of BFIP V-SMD is Blackstone Family GP L.L.C.
Blackstone LR Associates (Cayman) V Ltd. (“BLRA”) and BCP V GP L.L.C. are the general partners of each of BMA V, BFIP V and BPP V. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. and a shareholder of BLRA. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
The address of the Blackstone Funds is 345 Park Avenue, New York, NY 10154, United States.
Table of Contents
| (2) | Information about the number of common shares owned by FMR LLC (“FMR”) on December 31, 2015, is based solely on a Schedule 13G filed by FMR LLC and Abigail P. Johnson with the SEC on February 12, 2016, reporting share ownership as of December 31, 2015. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210. FMR, along with certain of its subsidiaries and affiliates, and other companies, beneficially owned an aggregate of 22,525,068 common shares, has sole power to vote 2,204,722 shares and the sole power to dispose of 22,525,068 shares of our common stock. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. |
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| (3) | Mr. Loring is a director of our Company, as well as a member of the investment committee of Bain Capital Investors, LLC. Amounts disclosed for Mr. Loring include shares beneficially owned by the funds advised by Bain. Mr. Loring disclaims beneficial ownership of any shares owned directly or indirectly by funds advised by Bain. |
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| (4) | Reflects shares that may be beneficially owned by our directors. However, each director disclaims beneficial ownership of such shares. In addition, as of December 31, 2015, stock options and other rights to shares represented a total of 20,035,907 shares of common stock were outstanding. |
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No shareholders held different voting rights.
B. Related Party Transactions
The transactions NXP has with related parties are not deemed to be material, individually or in the aggregate. See Part III, Item 18. Financial Statements, note 19 Related-party Transactions.
C****. Interests of Experts and Counsel
Not applicable.
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