SEC Form 4 · accession 0001054374-16-000153
BROADCOM CORP · BRCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A McGregor
Officer — Former President & CEO · Director
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 7:16 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,F3 | Feb 1, 2016 | D | 1,852,433 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5,F4 | $32.93 | Feb 1, 2016 | D | 110,000 | D | — | May 2, 2017 | Class A Common Stock | 110,000 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $27.74 | Feb 1, 2016 | D | 100,000 | D | — | Apr 23, 2018 | Class A Common Stock | 100,000 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $23.17 | Feb 1, 2016 | D | 300,000 | D | — | Apr 27, 2019 | Class A Common Stock | 300,000 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $29.39 | Feb 1, 2016 | D | 325,000 | D | — | Feb 4, 2020 | Class A Common Stock | 325,000 | 0 | D |
Explanation of responses
- F1Includes 974,542 shares of Class A Common Stock and 877,891 restricted stock units that were disposed of pursuant to the Agreement and Plan of Merger, dated as of May 28, 2015 (the "Merger Agreement"), by and among Avago Technologies Limited ("Avago"), Pavonia Limited ("Holdco"), Safari Cayman, L.P. ("Holdco LP"), the Issuer and the other parties thereto, whereby the Issuer became an indirect subsidiary of Holdco and Holdco LP upon the merger of certain indirect subsidiaries of Holdco and Holdco LP with and into the Issuer, with the Issuer continuing as the surviving corporation of each such merger (such mergers, the "Transactions").
- F2At the effective time of the Transactions, each share of Broadcom common stock (each, a "Broadcom Common Share") was converted into the right to receive, at the election of the holder of such Broadcom Common Share, and subject to proration in accordance with the Merger Agreement, (i) $54.50 in cash, (ii) 0.4378 freely-tradeable ordinary shares of Holdco ("Holdco Ordinary Shares"), or (iii) 0.4378 limited partnership units of Holdco LP, that are designed to be the economic equivalent of 0.4378 ordinary shares of Holdco. As of the close of trading on February 1, 2016, the market price of Holdco Ordinary Shares was $137.68 per share.
- F3Vested restricted stock units were cancelled pursuant to the Merger Agreement, in exchange for which the holder received an amount in cash equal to the product of (i) the total number of Broadcom Common Shares subject to such restricted stock units multiplied by (ii) $54.5176, which is the sum of (A) $27.25 and (B) 0.2189 times $124.5664.
- F4Immediately exerciseable.
- F5Vested stock options were cancelled pursuant to the Merger Agreement, in exchange for which the holder received an amount in cash equal to the positive difference, if any, calculated by subtracting the aggregate exercise price of such option from the product of (i) the number of vested shares subject to such option multiplied by (ii) $54.5176, which is the sum of (A) $27.25 and (B) 0.2189 times $124.5664.