13D Filing: Elliott Associates, L.P. and NXP Semiconductors N V (NXPI)

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On February 20, 2018, the Issuer and Qualcomm River Holdings B.V., a private company with limited liability organized under the Laws of The Netherlands (“Qualcomm”), entered into Amendment No. 1, dated as of February 20, 2018, to the Purchase Agreement, dated as of October 27, 2016 (the “Purchase Agreement” and such amendment, the “Purchase Agreement Amendment”). Pursuant to the Purchase Agreement Amendment, Qualcomm has agreed to increase the consideration payable in its tender offer (the “Tender Offer”) from $110.00 per share of Common Stock in cash to $127.50 per share of Common Stock in cash.

On February 20, 2018, the Reporting Persons entered into a Tender and Support Agreement with Qualcomm (the “Tender and Support Agreement”). Pursuant to the Tender and Support Agreement, certain of the Reporting Persons agreed to tender their shares of Common Stock into the Tender Offer and to vote in favor of the transactions contemplated by the Purchase Agreement and Purchase Agreement Amendment, in each case, subject to the conditions and in accordance with the terms set forth therein.

The above description of the Tender and Support Agreement is qualified in its entirety by the Tender and Support Agreement, which was included as Exhibit 13 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Reporting Persons on February 20, 2018 and is incorporated herein by reference.

On February 20, 2018, the Reporting Persons issued a press release, which was included as Exhibit 14 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Reporting Persons on such date and is incorporated herein by reference.

In light of the foregoing, the Reporting Persons will continue to seek opportunities to reduce their economic exposure to the Common Stock in a manner consistent with their obligations under the Tender and Support Agreement if and when favorable market conditions present themselves.

Item 5 is hereby amended and restated to read as follows:

(a) As of the close of business on February 16, 2018, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 7.1% of the shares of Common Stock outstanding.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 346,002,862 shares of Common Stock issued and outstanding, which is the total number of shares of Common Stock outstanding as of February 16, 2018 as reported in the Issuer’s Interim Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018.

As of the close of business on February 16, 2018, Elliott through Liverpool and Manchester, beneficially owned 5,261,107 shares of Common Stock, constituting 1.5% of the shares of Common Stock outstanding.

As of the close of business on February 16, 2018, Elliott International beneficially owned 11,176,649 shares of Common Stock, constituting approximately 3.2% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 11,176,649 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.2% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially owned 16,437,756 shares of Common Stock, constituting approximately 4.8% of the shares of Common Stock outstanding.