SEC Form 4 · accession 0000899243-17-005018
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 8:12 pm EST
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,F4 | Feb 17, 2017 | S | 437,550 | $210.06 | D | 2,131,140 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F5,F3,F6 | Feb 17, 2017 | S | 8,496 | $210.06 | D | 41,381 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F2,F7,F4 | Feb 21, 2017 | S | 126,195 | $211.57 | D | 2,004,945 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F2,F8,F4 | Feb 21, 2017 | S | 398,612 | $212.43 | D | 1,606,333 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F2,F9,F4 | Feb 21, 2017 | S | 18,596 | $213.24 | D | 1,587,737 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F5,F7,F6 | Feb 21, 2017 | S | 2,450 | $211.57 | D | 38,931 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F5,F8,F6 | Feb 21, 2017 | S | 7,740 | $212.43 | D | 31,191 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F5,F9,F6 | Feb 21, 2017 | S | 361 | $213.24 | D | 30,830 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F10 | holding | — | — | — | 66,753 | I | See footnote | |
| Ordinary Shares, no par valueF1,F11 | holding | — | — | — | 18 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed on behalf of SLP Argo I Ltd. ("Argo I"), SLP Argo II Ltd. ("Argo II"), Silver Lake Partners IV Cayman (AIV II), L.P. ("AIV II"), Silver Lake Technology Investors IV Cayman, L.P. ("SLTI IV"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA IV Cayman"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP IV") and Mr. Kenneth Y. Hao. AIV II is the sole shareholder of Argo I. SLTI IV is the sole shareholder of Argo II. SLTA IV Cayman is the sole general partner of AIV II and SLTI IV, and AIV GP IV is the sole general partner of SLTA IV Cayman. Each of AIV GP IV, SLTA IV Cayman, SLTI IV, AIV II, Argo I and Argo II may be deemed to be a director by deputization of Broadcom Limited (the "Issuer"). Mr. Hao is a director of the Issuer.
- F10These securities are held by Mr. Hao for the benefit of certain entities affiliated with AIV GP IV ("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. Mr. Hao is a director of AIV GP IV.
- F11These securities are held by Mr. Hao's family limited partnership.
- F2AIV II, as the sole shareholder of Argo I, SLTA IV Cayman, as the sole general partner of AIV II, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Hao, as a director of Argo I and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo I under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo I) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.88 to $210.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4These securities are directly held by Argo I. See footnote (2).
- F5SLTI IV, as the sole shareholder of Argo II, SLTA IV Cayman, as the sole general partner of SLTI IV, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Hao, as a director of Argo II and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo II under Rule 16a-1(a)(2) of the Exchange Act. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo II) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F6These securities are directly held by Argo II. See footnote (5).
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.046432 to $212.045, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.05 to $213.045, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.055 to $213.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any of the Reporting Persons, other than Mr. Hao, is subject to Section 16 of the Exchange Act, and pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.