SEC Form 4 · accession 0001054374-15-000043
BROADCOM CORP · BRCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry Samueli
Officer — Chairman of the Board & CTO · Director
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001054374
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1,F2 | Feb 19, 2015 | A | 100,400 | $0.00 | A | 516,171 | D | |
| Class A common stockF3,F2 | Feb 19, 2015 | A | 35,810 | $0.00 | A | 551,981 | D | |
| Class A common stockF4,F2 | Feb 19, 2015 | A | 16,734 | $0.00 | A | 568,715 | D | |
| Class A common stockF5,F6,F2 | Feb 19, 2015 | A | 16,734 | $0.00 | A | 585,449 | D | |
| Class A common stockF5,F7,F2,F8 | Feb 19, 2015 | A | 16,734 | $0.00 | A | 602,183 | D | |
| Class A common stockF9 | holding | — | — | — | 56,912 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These securities awarded on 02/19/2015 are in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of the Issuer's Class A common stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 02/05/2015 through 02/05/2019.
- F2These securities were awarded in an exempt transaction pursuant to SEC Rule 16b-3(d).
- F3These securities awarded on 02/19/2015 are Performance RSU grants awarded pursuant to the relative total shareholder return component of the Issuer's Restricted Stock Units Incentive Award Program (the "Program"), and are in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 02/05/2015 through 02/05/2019.
- F4These securities awarded on 02/19/2015 are Performance RSU grants awarded pursuant to the operational component of the Issuer's Restricted Stock Units Incentive Award Program (the "Program"), and are in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 02/05/2015 through 02/05/2019.
- F5When the compensation committee (the "Committee") of the board of directors of the Issuer awarded the grant referenced in footnote 4 above (the "First Grant") to the Reporting Person, the Reporting Person also became entitled to receive an additional RSU grant representing a further 16,734 shares of Class A common stock in each of the two years immediately following the year of the First Grant. The RSUs subject to each of those additional grants will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from the applicable grant by the Committee (the date of any such grant, a "Grant Date"), which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year).
- F6See footnote 5. These RSUs relate to the Grant Date that will occur in 2016.
- F7See footnote 5. These RSUs relate to the Grant Date that will occur in 2017.
- F8Includes (i) 34,679 shares that are held as Class A common stock and (ii) 567,504 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU.
- F9Held by H&S Investments I L.P., an entity owned by the Shiloh Trust, for which trust the Reporting Person is co-trustee and co-beneficiary.