Item 7. Major Shareholders and Related Party Transactions

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Item 7. Major Shareholders and Related Party Transactions

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A. Major Shareholders

The following table shows the amount and percentage of our common stock beneficially owned as of December 31, 2016, December 31, 2015 and December 31, 2014 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
	2016				2015				2014
	Number		%*		Number		%*		Number		%*
T. Rowe(1)		32,862,425		9.50		—		—		1,715,115		0.68
FMR LLC(2)		12,618,417		3.65		22,525,068		6.51		22,796,838		9.05
Blackstone Funds		—		—		33,275,028		9.62		—		—
Wellington Management Company, LLP		—		—		—		—		18,843,170		7.48
Richard L. Clemmer		4,553,772		1.32		4,188,683		1.21		3,410,762		1.36
Sir Peter Bonfield		32,611		0.01		30,487		0.01		25,312		0.01
Johannes P. Huth		12,560		0.004		8,135		0.002		98,351		0.04
Kenneth Goldman		21,433		0.006		33,526		0.01		28,351		0.011
Dr. Marion Helmes		9,914		0.003		6,487		0.002		1,685		0.001
Josef Kaeser		33,915		0.01		30,487		0.01		25,312		0.01
Ian Loring		40,912		0.01		36,486		0.01		28,351		0.011
Eric Meurice		5,857		0.002		3,117		0.001		—		—
Julie Southern		6,940		0.002		4,127		0.001		1,072		0.001
Rick Tsai		5,857		0.002		3,117		0.001		—		—
Peter Smitham		—		—		—		—		—		—
Gregory L. Summe		4,381		0.001		4,381		0.001		—		—
All directors as a group		4,728,152		1.37		4,349,033		1.26		3,619,196		1.44

*	Percentage computations are based on 346,002,862 shares of our common stock issued and outstanding as of December 31, 2016 and December 31, 2015 and 251,751,500 as of December 31, 2014.

(1)

Information about the number of common shares owned by T. Rowe Price Associates, Inc. (“T. Rowe”) on December 31, 2016, is based solely on a Schedule 13G filed by T. Rowe with the SEC on February 7, 2017, reporting share ownership as of December 31, 2016. T. Rowe’s address is 100 E. Pratt Street, Baltimore, Maryland 21202. T. Rowe beneficially owned an aggregate of 32,862,425 common shares, has sole power to vote 10,917,873 shares and the sole power to dispose of 32,847,258 shares of our common stock.

(2)

Information about the number of common shares owned by FMR LLC (“FMR”) on December 31, 2016, is based solely on a Schedule 13G filed by FMR LLC and Abigail P. Johnson with the SEC on February 14, 2017, reporting share ownership as of December 31, 2016. 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 12,618,417 common shares, has sole power to vote 1,654,656 shares and the sole power to dispose of 12,618,417 shares of our common stock. Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer 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, representing 49% of the voting power of FMR. 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.

No shareholders held different voting rights.

As described elsewhere in this Annual Report, on October 27, 2016, Qualcomm River Holdings B.V., an indirect, wholly-owned subsidiary of QUALCOMM Incorporated, and NXP entered into a definitive agreement which will result, subject to the satisfaction or waiver of the conditions in the agreement, in a change in control of NXP.

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 20 Related-party Transactions.

C. Interests of Experts and Counsel

Not applicable.

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Item 7. Major Shareholders and Related Party Transactions

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