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

Collectively, Elliott, Elliott International and EICA have economic exposure comparable to 2.3% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.

(b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c) Not applicable.

(d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

(e) Not applicable.

The first paragraph of Item 6 is hereby amended and restated to read as follows:

As of the close of business on February 16, 2018, Elliott, both directly and through Liverpool, and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 2,546,485 and 5,411,280 shares of Common Stock, respectively. Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in 2.3% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

Item 6 is hereby amended to add the following:

On February 20, 2018, the Reporting Persons entered in the Tender and Support Agreement with the Issuer defined and described in Item 4 above.

Item 7 is hereby amended to add the following:

Exhibit 99.5 – Tender and Support Agreement, dated February 20, 2018 (incorporated by reference to Exhibit 13 to the Reporting Persons’ Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on February 20, 2018)

Exhibit 99.6 – Press Release, dated February 20, 2018 (incorporated by reference to Exhibit 14 to the Reporting Persons’ Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on February 20, 2018)