Sec Form 3 Filing - CLEMMER RICHARD L @ NXP Semiconductors N.V. - 2019-08-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CLEMMER RICHARD L 2. Issuer Name and Ticker or Trading Symbol NXP Semiconductors N.V. [ NXPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O NXP SEMICONDUCTORS N.V., HIGH TECH CAMPUS 60 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2019 (Street) EINDHOVEN, P75656AG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 756,268.7079 D Common Stock 5,000 I By spouse Common Stock 100 I By son

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expir ation Date Title Amount or Number of Shares Restricted Stock Unit ( 2 ) ( 1 ) 10/27/2019 Common Stock 42,054 D Restricted Stock Unit ( 2 ) ( 3 ) 10/26/2020 Common Stock 90,910 D Restricted Stock Unit ( 2 ) ( 4 ) 07/26/2021 Common Stock 129,297 D Stock Option (right to buy) $ 64.18 ( 5 ) 10/23/2024 Common Stock 40,419 D Stock Option (right to buy) $ 73 ( 6 ) 10/29/2025 Common Stock 82,939 D Stock Option (right to buy) $ 76.31 ( 7 ) 02/04/2026 Common Stock 15,376 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLEMMER RICHARD L C/O NXP SEMICONDUCTORS N.V. HIGH TECH CAMPUS 60 EINDHOVEN, P75656AG X CEO Signatures /s/ Richard L. Clemmer by Dr. Jean A.W. Schreurs under Power of Attorney 08/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units vest in three equal annual installments on the anniversary of the 10/27/2016 grant date (subject to the terms of the reporting person's award agreement). ( 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 10/26/2017 grant date (subject to the terms of the reporting person's award agreement). ( 4 )The Restricted Stock Units vest in three equal annual installments on the anniversary of the 7/26/2018 grant date (subject to the terms of the reporting person's award agreement). ( 5 )The Stock Options vest at the rate of 25% per year on each anniversary of the 10/23/2014 grant date (subject to the terms of the reporting person's award agreement). ( 6 )The Stock Options vest at the rate of 25% per year on each anniversary of the 10/29/2015 grant date (subject to the terms of the reporting person's award agreement). ( 7 )The Stock Options vest at the rate of 25% per year on each anniversary of 10/29/2015 (subject to the terms of the reporting person's award agreement).

Remarks: The Board of Directors of the Company has determined effective August 1, 2019 to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws, including reports required under Section 16 of the U.S. Securities Exchange Act of 1934 ("Exchange Act"). Previously, the Company has determined that it qualified as a foreign private issuer under the Exchange Act and has made use of the foreign private issuer accommodations under U.S. securities laws.

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).

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