If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. N6596X109
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1
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Names of Reporting Person: Philips Pension Trustees Limited
I.R.S. Identification No. of Above Person (Entities Only): N/A
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) x
(b) x
(SEE ITEM 5)
|
|
3
|
SEC Use Only
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||
4
|
Source of Funds (See Instructions)
N/A
|
||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
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¨
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6
|
Citizenship or Place of Organization
England and Wales
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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Sole Voting Power
0 (SEE ITEM 5)
|
|
8
|
Shared Voting Power
164,495,570 (SEE ITEM 5)
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9
|
Sole Dispositive Power
0 (SEE ITEM 5)
|
||
10
|
Shared Dispositive Power
164,495,570 (SEE ITEM 5)
|
||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
31,733,000 (SEE ITEM 5)
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||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
x
|
|
13
|
Percent of Class Represented by Amount in Row (11)
12.60% (SEE ITEM 5)
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14
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Type of Reporting Person (See Instructions)
CO, EP
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CUSIP No. N6596X109
|
1
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Names of Reporting Person: PPTL Investment LP
I.R.S. Identification No. of Above Person (Entities Only): N/A
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||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) x
(b) x
(SEE ITEM 5)
|
|
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
N/A (SEE ITEM 3)
|
||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
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6
|
Citizenship or Place of Organization
Scotland
|
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
31,733,000 (SEE ITEM 5)
|
|
8
|
Shared Voting Power
164,495,570 (SEE ITEM 5)
|
||
9
|
Sole Dispositive Power
31,733,000 (SEE ITEM 5)
|
||
10
|
Shared Dispositive Power
164,495,570 (SEE ITEM 5)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,733,000 (SEE ITEM 5)
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
x
|
|
13
|
Percent of Class Represented by Amount in Row (11)
12.60% (SEE ITEM 5)
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14
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. N6596X109
|
1
|
Names of Reporting Person: PPTL Investment Limited
I.R.S. Identification No. of Above Person (Entities Only): N/A
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||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) x
(b) x
(SEE ITEM 5)
|
|
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
N/A
|
||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
|
6
|
Citizenship or Place of Organization
Scotland
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0 (SEE ITEM 5)
|
|
8
|
Shared Voting Power
164,495,570 (SEE ITEM 5)
|
||
9
|
Sole Dispositive Power
0 (SEE ITEM 5)
|
||
10
|
Shared Dispositive Power
164,495,570 (SEE ITEM 5)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,733,000 (SEE ITEM 5)
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
x
|
|
13
|
Percent of Class Represented by Amount in Row (11)
12.60% (SEE ITEM 5)
|
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14
|
Type of Reporting Person (See Instructions)
CO
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PHILIPS PENSION TRUSTEES LIMITED | |||
/s/ H. Vivash | |||
Name:
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H. Vivash
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||
Title:
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Director
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PPTL INVESTMENT LP | |||
/s/ M. R. Armstrong | |||
Name:
|
M. R. Armstrong | ||
Title:
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Director, PPTL Investment Limited as General Partner on behalf of PPTL Investment LP
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PPTL INVESTMENT LIMITED | |||
/s/ M. R. Armstrong | |||
Name:
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M. R. Armstrong | ||
Title:
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Director |
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SCHEDULE II
|
|
A.
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KPENV
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Item 2, Principal Business: Manufacture and distribution of electronic and electrical products
|
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Item 2, Principal Office Address: Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands
|
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Item 2, Place of Organization: The Netherlands
|
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Item 5(a), Shares of Common Stock Deemed to Beneficially Own: 164,495,570*
|
|
Item 5(a), Percentage of Outstanding Common Stock: 65.34%*
|
|
Item 5(b), Deemed Shared Voting Power: 164,495,570*
|
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Item 5(b), Deemed Shared Dispositive Power: 164,495,570*
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Item 2, Party Name:
|
AlpInvest Partners CSI 2006 Lion C.V.
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AlpInvest Partners Later Stage II-A Lion C.V.
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Apax NXP VI 1 L.P.
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Apax NXP VI A L.P.
|
Item 2, Principal Office Address:
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c/o Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands
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c/o Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands
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c/o Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands
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c/o Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
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Item 2, Party Name:
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Meridian Holding S.a.r.l.
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Apax NXP V A L.P.
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Apax NXP V B-2 L.P.
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Apax NXP US VII L.P.
|
Item 2, Principal Office Address:
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
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Item 2, Party Name:
|
Bain Capital Lion Holdings L.P.
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Bain Capital Fund IX L.P.
|
Bain Pumbaa LuxCo S.a.r.l.
|
NXP Co-Investment Partners L.P.
|
Item 2, Principal Office Address:
|
111 Huntington Avenue, Boston, MA 02199, U.S.A.
|
111 Huntington Avenue, Boston, MA 02199, U.S.A.
|
Unknown
|
Unknown
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 2, Party Name:
|
NXP Co-Investment Investor S.a.r.l.
|
KKR NXP (Millenium) Limited
|
KKR NXP (2006) Limited
|
KKR NXP (European II) Limited
|
Item 2, Principal Office Address:
|
Unknown
|
c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019, U.S.A.
|
c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019, U.S.A.
|
c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019, U.S.A.
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 2, Party Name:
|
KKR Associates Europe II Limited Partnership
|
KKR NXP Investor S.a.r.l.
|
SLTI II Cayman NXP, L.P.
|
SLP II Cayman NXP, Ltd.
|
Item 2, Principal Office Address:
|
c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019, U.S.A.
|
Unknown
|
c/o 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025, U.S.A.
|
c/o 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025, U.S.A.
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|
164,495,570
|
164,495,570
|
Item 2, Party Name:
|
SL II NXP S.a.r.l.
|
Stichting Management Co-Investment NXP
|
Item 2, Principal Office Address:
|
Unknown
|
Unknown
|
Item 5(a), Shares of Common Stock Deemed to Beneficially Own:
|
164,495,570
|
164,495,570
|
Item 5(a), Percentage of Outstanding Common Stock:
|
65.34%
|
65.34%
|
Item 5(b), Deemed Shared Voting Power:
|
164,495,570
|
164,495,570
|
Item 5(b), Deemed Shared Dispositive Power:
|
164,495,570
|
164,495,570
|