SEC Form 4 · accession 0001054374-16-000157

BROADCOM CORP · BRCM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Henry Samueli

Officer — Chairman of the Board and CTO · Director

Period of report

Feb 1, 2016

Accepted (ET)

Feb 3, 2016 · 7:18 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 stock^F1,F2,F3	Feb 1, 2016	D	653,505	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B common stock^F2,F6,F4	—	Feb 1, 2016	D	13,562,492	D	—	—	Class A common stock	13,562,492	I
Class B common stock^F2,F7,F4	—	Feb 1, 2016	D	913,473	D	—	—	Class A common stock	913,473	I
Class B common stock^F2,F8,F4	—	Feb 1, 2016	D	1,050,000	D	—	—	Class A common stock	1,050,000	I
Class B common stock^F2,F9,F4	—	Feb 1, 2016	D	6,219,437	D	—	—	Class A common stock	6,219,437	I

Explanation of responses

F1Includes 122,544 shares of Class A Common Stock and 530,961 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.
F3Unvested restricted stock units were assumed by Holdco in connection with the Transactions, and automatically converted into an award consisting of that number of restricted share units of Holdco Ordinary Shares equal to the sum of (x) the product of (A) the number of Broadcom Common Shares subject to such restricted stock units and (B) 0.2189 and (y) the product of (A) the number of Broadcom Common Shares subject to such restricted stock units and (B) 0.2188, which is the quotient obtained by dividing (i) $27.25 by (ii) $124.5664 (rounded down to the nearest whole share).
F4Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder.
F5Disposed of pursuant to the Merger Agreement.
F6Such transaction was effected by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F7Such transaction was effected by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F8Such transaction was effected by H&S Portfolio II L.P., an entity owned by the Henry Samueli Lifetime Benefit Trust, for which trust the Reporting Person is trustee and beneficiary.
F9Such transaction was effected 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.