SEC Form 4 · accession 0000899243-16-017824
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Hao
Director
Period of report
Feb 1, 2016
Accepted (ET)
Apr 8, 2016 · 7:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649338
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 | A | 57 | — | A | 3,342 | I | See footnote |
| Ordinary Shares, no par valueF1,F2,F4 | Feb 1, 2016 | A | 18 | — | A | 18 | I | See footnote |
| Ordinary Shares, no par valueF6 | Apr 6, 2016 | A | 1,325 | $0.00 | A | 66,753 | I | See footnote |
| Ordinary Shares, no par valueF7 | holding | — | — | — | 13,497,979 | I | Held through SLP Argo I Ltd. | |
| Ordinary Shares, no par valueF8 | holding | — | — | — | 262,088 | I | Held through SLP Argo II Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Acquired 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 (the "Merger Agreement"), by and among the Issuer, Avago Technologies Limited ("Avago"), Broadcom Corporation ("Broadcom"), 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 indirectly acquired Avago 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 (2).
- F2At the effective time of the Transactions, each share of Broadcom common stock beneficially owned by Mr. Hao was converted into the right to receive, subject to proration in accordance with the Merger Agreement, 0.4378 freely-tradeable ordinary shares of the Issuer.
- F3These securities are held by the Hao Family Trust u/a/d 10/12/99.
- F4These securities are held by Mr. Hao's family limited partnership.
- F5Represents a grant of restricted stock units which, subject to Mr. Hao's continued service as a member of the board of directors through the vesting date, will vest in full on April 6, 2017.
- F6These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities.
- F7These securities are held by SLP Argo I Ltd. ("Argo I"). Mr. Hao, as a director of Argo I and Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP IV"), the sole general partner of Silver Lake Technology Associates IV Cayman, L.P. ("SLTA IV Cayman"), the sole general partner of Silver Lake Partners IV Cayman (AIV II), L.P., the sole shareholder of Argo I, may be deemed to be the indirect beneficial owner of the securities directly owned by Argo I.
- F8These securities are held by SLP Argo II Ltd. ("Argo II"). Mr. Hao, as a director of Argo II and AIV GP IV, the sole general partner of SLTA IV Cayman, the sole general partner of Silver Lake Technology Investors IV Cayman, L.P., the sole shareholder of Argo II, may be deemed to be the indirect beneficial owner of the securities directly owned by Argo II.
Remarks
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is a beneficial owner of all securities covered by this filing, and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.