SEC Form 4 · accession 0001140361-16-050124

Avago Technologies LTD · AVGO

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

Reporting owner

Hock E Tan

Officer — President and CEO · Director

Period of report

Feb 1, 2016

Accepted (ET)

Feb 3, 2016 · 5:11 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 value^F1,F2,F3	Feb 1, 2016	D	134,979	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option(Right to Buy)^F2,F3,F4	$38.99	Feb 1, 2016	D	1,547,916	D	—	Sep 12, 2020	Ordinary Shares, no par value	1,547,916	D
Stock Option(Right to Buy)^F2,F3,F5	$35.45	Feb 1, 2016	D	131,250	D	—	Mar 11, 2020	Ordinary Shares, no par value	131,250	D
Stock Option(Right to Buy)^F2,F3,F6	$32.39	Feb 1, 2016	D	200,000	D	—	Mar 7, 2018	Ordinary Shares, no par value	200,000	D
Stock Option(Right to Buy)^F2,F3,F7	$52.65	Feb 1, 2016	D	750,000	D	—	Jan 1, 2021	Ordinary Shares, no par value	750,000	D

Explanation of responses

F1Includes 35,416 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.
F4Share price performance option (the "2006 Option") granted pursuant to the Avago Technologies Limited 2009 Equity Incentive Award Plan (the "Avago Plan"). The 2006 Option is fully vested and the exercisability requirements for the 2006 Option have been met.
F5Share price performance option (the "2013 Option") granted pursuant to the Avago Plan. The 2013 Option vests over four years, with 25% vesting on each anniversary of the date of grant, such that the 2013 Option will be fully vested on March 12, 2017. The exercisability requirements for the 2013 Option have been met.
F6The option is fully vested and exercisable.
F7Share price performance option (the "2014 Option") granted pursuant to the Avago Plan. The 2014 Option vests over four years, with 25% vesting on each anniversary of the date of grant, such that the 2014 Option will be fully vested on January 2, 2018, based on the Reporting Person's continued service to the Company. The exercisability requirements for the 2014 Option have been met.