SEC Form 4 · accession 0001140361-16-050146
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eddy W Hartenstein
Director
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:21 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 | Feb 1, 2016 | A | 31,648 | — | A | 31,648 | D | |
| Ordinary Shares, no par valueF3,F4 | Feb 1, 2016 | A | 262 | $0.00 | A | 31,910 | D |
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 (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, 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.
- F3Grant of 262 Restricted Share Units ("RSUs"). Upon vesting therof, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in full on the first anniversary of February 1, 2016, subject to the Reporting Person's continuing service on the vesting date.
- F4Includes 262 RSUs.