SEC Form 4 · accession 0001140361-16-050119
Avago Technologies LTD · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Marks
Director
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441634
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, no par valueF1,F2,F3 | Feb 1, 2016 | D | 7,825 | — | 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)F2,F3,F4 | $46.60 | Feb 1, 2016 | D | 23,474 | D | — | Dec 9, 2018 | Ordinary Shares, no par value | 23,474 | 0 | D |
Explanation of responses
- F1Includes 2,609 Restricted Stock Units.
- F2Disposed of in connection with the transactions consummated on February 1, 2016 pursuant to the terms of an Agreement and Plan of Merger, dated as of May 28, 2015, by and among the Issuer, Broadcom Corporation ("Broadcom"), Pavonia Limited ("Holdco"), Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc. ("CS Merger Sub") and Buffalo UT Merger Sub, Inc. ("UT Merger Sub," and, together with CS Merger Sub, the "Merger Subs"), pursuant to which (a) the Issuer was indirectly acquired by Holdco pursuant to the terms of a scheme of arrangement under Singapore law consummated in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore, and (b) the Merger Subs merged with and into Broadcom, with Broadcom as the surviving corporation in such mergers (collectively, the "Transactions"). Continued in footnote (3).
- F3As a result of the Transactions, (x) both the Issuer and Broadcom became indirect subsidiaries of Holdco, (y) all issued Ordinary Shares of the Issuer were exchanged on a one-for-one basis for newly issued ordinary shares of Holdco, and (z) each outstanding share option or restricted share unit issued by the Issuer has been converted into an option to purchase Holdco ordinary shares or a Holdco restricted share unit, respectively, covering the same number of Holdco ordinary shares as the number of Ordinary Shares of the Issuer that were subject to such share option or restricted share unit immediately prior to the Transactions and, in the case of Holdco share options, at the same per share exercise price of the related share option of the Issuer immediately prior to the Transactions. Holdco was subsequently renamed Broadcom Limited.
- F4The option vests over 3 years, with 33.333% vesting on each of the first three anniversaries of December 10, 2013, so that the option will be vested in full on December 10, 2016, subject to the Reporting Person's continuing service on each vesting date.