Item 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, 2017, December 31, 2016 and December 31, 2015, except as noted below, 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 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
	2017				2016				2015
	Number		%*		Number		%*		Number		%*
BlackRock, Inc. (1)		19,595,928		5.66		—		—		—		—
Elliott Associates L/P. (2)		16,437,756		4.75		—		—		—		—
T. Rowe		—		—		32,862,425		9.50		—		—
FMR LLC		—		—		12,618,417		3.65		22,525,068		6.51
Blackstone Funds		—		—		—		—		33,275,028		9.62
Richard L. Clemmer		563,679		0.16		4,553,772		1.32		4,188,683		1.21
Sir Peter Bonfield		33,580		0.01		32,611		0.01		30,487		0.01
Johannes P. Huth		13,844		0.004		12,560		0.004		8,135		0.002
Kenneth Goldman		20,232		0.006		21,433		0.006		33,526		0.01
Dr. Marion Helmes		1,284		0.0004		9,914		0.003		6,487		0.002
Josef Kaeser		35,199		0.01		33,915		0.01		30,487		0.01
Ian Loring		1,284		0.0004		40,912		0.01		36,486		0.01
Eric Meurice		6,826		0.002		5,857		0.002		3,117		0.001
Peter Smitham		1,284		0.0004		—		—		—		—
Julie Southern		8,224		0.002		6,940		0.002		4,127		0.001
Gregory L. Summe		5,665		0.002		4,381		0.001		4,381		0.001
Rick Tsai		—		—		5,857		0.002		3,117		0.001
All directors as a group		691,101		0.20		4,728,152		1.37		4,349,033		1.26

*	Percentage computations are based on 346,002,862 shares of our common stock issued and outstanding as of December 31, 2017, December 31, 2016 and December 31, 2015.

(1)

Information about the number of common shares owned by BlackRock, Inc. (“Blackrock”) on December 31, 2017, is based solely on a Schedule 13G filed by Blackrock with the SEC on February 8, 2018. Blackrock’s address is 55 East 52nd Street, New York, NY 10055. Blackrock beneficially owned an aggregate of 19,595,928 common shares, has sole power to vote 17,128,078 shares and the sole power to dispose of 19,595,554 shares of our common stock.

(2)

Information about the number of common shares owned by Elliott Associates, L.P. (“Elliott”) on January 24, 2018, is based solely on a Schedule 13D/A filed by Elliott with the SEC on January 25, 2018. Elliot’s address is 40 West 57th Street, New York, NY 10019. Collectively, Elliott Associates, L.P., Elliott International, L.P. (“Elliott International”) and Elliott International Capital Advisors Inc. (“EICA”) beneficially own an aggregate of 16,437,756 shares of our common stock. This does not include notional principal amount derivative agreements in the form of cash settled swaps with respect to 2,226,485 and 4,731,280 of our common shares held by Elliott and Elliott International, respectively, in which Elliott and Elliott International disclaim beneficial ownership.

No shareholders held different voting rights.

See Part I, Item 3. Key Information for a description of our Purchase Agreement with Buyer, a wholly-owned, indirect subsidiary of Qualcomm and tender offer commenced by Buyer to acquire all of our issued and outstanding common shares for a revised offer price of $127.50 per share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash, for estimated total cash consideration of $44 billion, which will result, subject to the satisfaction or waiver of the conditions in the Purchase 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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