Southeastern Asset Management Inc/TN – ‘SC 13G/A’ on 7/10/15 re: Koninklijke Philips NV

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Royal Philips - 13G Amendment                          7±    18K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

SCHEDULE 13G
 Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Royal Philips 
________________________________________________________
(Name of Issuer)

Common Stock  
_______________________________________________________ 
(Title of Class and Securities) 

5986622   
_______________________________________________________ 

(CUSIP Number of Class of Securities) 

Check the appropriate box to designate the rule pursuant to which this          
Schedule is filed:                                                              

/X/     Rule 13d-1(b)                                                           
/ /     Rule 13d-1(c)                                                           
/ /     Rule 13d-1(d)                                                           

* 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 the disclosures provided               

in a prior page.                                                                

The information required in 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).                           

(Continued on following page(s))            

CUSIP No. 5986622                                             13G               
_____________________________________________________________________________   
(1)  NAMES OF REPORTING PERSONS                                                 
Southeastern Asset Management, Inc.      I.D. No. 62-0951781          
_____________________________________________________________________________   
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                          
               (a)
                 (b) X
_____________________________________________________________________________   
(3)  SEC USE ONLY                                                               
_____________________________________________________________________________   
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Tennessee                                                             
_____________________________________________________________________________   
            :(5) SOLE VOTING POWER
                  :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :     24,468,733 shares                      
OWNED BY EACH REPORTING PERSON     __________________________________________   
WITH                               :(6) SHARED OR NO VOTING POWER               

                            14,068,738 shares (Shared)
                              5,474,632 shares (No Vote)
                                __________________________________________
                 :(7) SOLE DISPOSITIVE POWER
                        (Discretionary Accounts)
             :     29,943,365 shares
                                __________________________________________
                    :(8)  SHARED DISPOSITIVE POWER

                      :     14,068,738 shares (Shared)
                                   0 shares (None)
_____________________________________________________________________________   
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
44,012,103 shares                                                   
_____________________________________________________________________________   
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES                       
CERTAIN SHARES                                                      
_____________________________________________________________________________   
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
4.6 %                                                             
_____________________________________________________________________________   
(12)  TYPE OF REPORTING PERSON                                                  
IA                                                                  
_____________________________________________________________________________   

CUSIP No.  5986622                                     13G                      
_____________________________________________________________________________   
(1)  NAMES OF REPORTING PERSONS                                                 
O. Mason Hawkins                         I.D. No. XXX-XX-XXXX         
_____________________________________________________________________________   
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                          
               (a)
                 (b) X
_____________________________________________________________________________   
(3)  SEC USE ONLY                                                               
_____________________________________________________________________________   
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Citizen of United States                                              
_____________________________________________________________________________   
            :(5) SOLE VOTING POWER
                  :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None                                    
OWNED BY EACH REPORTING PERSON     __________________________________________   
WITH                               :(6) SHARED VOTING POWER                     

:    None 
                                __________________________________________
                 :(7) SOLE DISPOSITIVE POWER

:    None 
                                __________________________________________
                   :(8) SHARED DISPOSITIVE POWER

:    None 
_____________________________________________________________________________   
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

None (See Item 3)                                                 
_____________________________________________________________________________   
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES                       
CERTAIN SHARES                                                      
_____________________________________________________________________________   
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
0.0%                                                                
_____________________________________________________________________________   
(12)  TYPE OF REPORTING PERSON                                                  
IN                                                                  
_____________________________________________________________________________   

Item 1.                                                                         

(a). Name of Issuer: Royal Philips ("issuer")                         

(b). Address of Issuer's Principal Executive Offices:                 

Philips Center                                              
Amstelplein 2                                               
1096 BC Amsterdam                                           
The Netherlands                                             

Item 2.                                                                         

(a) and (b). Names and Principal Business Addresses of Persons        
Filing:                                                       

(1)      Southeastern Asset Management, Inc.                        
6410 Poplar Ave., Suite 900                       
Memphis, TN 38119                                 

(2)      Mr. O. Mason Hawkins                                       
Chairman of the Board and C.E.O.                  
Southeastern Asset Management, Inc.               
6410 Poplar Ave., Suite 900                       
Memphis, TN 38119                                 

(c). Citizenship:                                                     

 Southeastern Asset Management, Inc. - A Tennessee corporation

Mr. O. Mason Hawkins - U.S. Citizen                         

(d). Title of Class of Securities:  Common Shares ("the               
Securities").                                               

(e). Cusip Number:  5986622                                           

Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or              
13d-2 (b), check whether the person filing is a:              

(e).  Investment Adviser registered under Section 203 of the                    
Investment Advisers Act of 1940.  This statement is being filed     
by Southeastern Asset Management, Inc. as a registered investment   
adviser. All of the securities covered by this report are owned     
legally by Southeastern's investment advisory clients and none      
are owned directly or indirectly by Southeastern.  As permitted     
by Rule 13d-4, the filing of this statement shall not be construed  
as an admission that Southeastern Asset Management, Inc. is the     
beneficial owner of any of the securities covered by this statement.

(g).  Parent Holding Company.  This statement is also being filed by            
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of           
Southeastern Asset Management, Inc. in the event he could be        
deemed to be a controlling person of that firm as the result of     
his official positions with or ownership of its voting securities.  
The existence of such control is expressly disclaimed.  Mr. Hawkins 
does not own directly or indirectly any securities covered by       
this statement for his own account.  As permitted by Rule 13d-4,    
the filing of this statement shall not be construed as an admission 
that Mr. Hawkins is the beneficial owner of any of the securities   
covered by this statement.                                          

Item 4. Ownership:                                                              

(a). Amount Beneficially Owned: (At 06/30/15)                         

44,012,103 shares                                           

(b). Percent of Class:                                                

4.6 %                                                       

Above percentage is based on 952,491,403 shares of Common   
Shares outstanding.  The filers' holdings consist of        
13,023,500 American Depository shares (each representing    
1 Common Share) and 30,988,603 Common Shares.               

(c). Number of shares as to which such person has:                    

(i).   sole power to vote or to direct the vote:            

24,468,733 shares                             

(ii).  shared or no power to vote or to direct the vote:    

Shared - 14,068,738 shares.                   
      Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management  
    investment company registered under the Investment
Company Act of 1940, as follows:              

Longleaf Partners Fund - 11,184,000           
  Longleaf Partners International Fund - 2,549,553
Longleaf Partners Global Fund - 335,185       

No Power to Vote - 5,474,632 shares.          

(iii). sole power to dispose or to direct the disposition   
of:                                           

29,943,365 shares                             

(iv).  shared or no power to dispose or to direct the       
disposition of:                               

Shared - 14,068,738 shares                    
      Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management  
    investment company registered under the Investment
Company Act of 1940, as follows:              

Longleaf Partners Fund - 11,184,000           
  Longleaf Partners International Fund - 2,549,553
Longleaf Partners Global Fund - 335,185       

No Power - 0 shares.                          

Item 5. Ownership of Five Percent or Less of a Class:  The filing               
parties no longer own 5% of the Securities of the Issuer.       

Item 6. Ownership of More Than Five Percent on Behalf of Another                
Person:  N/A                                                    

Item 7. Identification and Classification of the Subsidiary Which               
Acquired the Security Being Reported on By the Parent           
Holding Company:  N/A                                           

Item 8. Identification and Classification of Members of the Group:              
N/A                                                             

Item 9. Notice of Dissolution of Group:  N/A                                    

Item 10. Certification:                                                         

By signing below I certify that, to the best of my knowledge and                
belief, the securities referred to above were acquired in the                   
ordinary course of business and were not acquired for the purpose               
and do not have the effect of changing or influencing the control               
of the issuer of such securities and were not acquired in                       
connection with or as a participant in any transaction having such              
purposes or effect.                                                             

Signatures              

After reasonable inquiry and to the best of the knowledge and                   
belief of the undersigned, the undersigned certifies that the                   
information set forth in this statement is true, complete, and                  
correct.                                                                        

Dated: July 10, 2015                                                            

               Southeastern Asset Management, Inc.

       By  /s/ Andrew R. McCarroll
                           _______________________________________________
Andrew R. McCarroll 
              Vice President and General Counsel

          O. Mason Hawkins, Individually

    /s/ O. Mason Hawkins
                           _______________________________________________

Joint Filing Agreement            

In accordance with Rule 13d-1(k) under the Securities Exchange Act              
of 1934, the persons or entities named below agree to the joint                 
filing on behalf of each of them of this Schedule 13G with respect              
to the Securities of the Issuer and further agree that this joint               
filing agreement be included as an exhibit to this Schedule 13G. In             
evidence thereof, the undersigned hereby execute this Agreement as              
of July 10, 2015.                                                               

               Southeastern Asset Management, Inc.

       By  /s/ Andrew R. McCarroll
                          ______________________________________________

Andrew R. McCarroll 
              Vice President and General Counsel

          O. Mason Hawkins, Individually

    /s/ O. Mason Hawkins
                           _______________________________________________

1                                                                               
PHG13G1.doc                                                                     
SCHEDULE 13G - Royal Philips ("Issuer")                                         
Amendment #1                                                                    
7                                                                               
PHG13G1.doc                                                                     

Dates Referenced Herein

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