SEC Form 4 · accession 0001140361-16-050147
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan Ingram
Officer — SVP & GM, Wireless Semicon Div
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:22 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 | Feb 1, 2016 | A | 107,546 | — | A | 107,546 | 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 | $62.02 | Feb 1, 2016 | A | 192,000 | A | — | Mar 10, 2021 | Ordinary Shares, no par value | 192,000 | 192,000 | D |
| Stock Option(Right to Buy)F2,F3,F5 | $35.45 | Feb 1, 2016 | A | 40,000 | A | — | Mar 11, 2020 | Ordinary Shares, no par value | 40,000 | 40,000 | D |
| Performance Based Restricted Stock UnitsF2,F3,F6,F7 | $0.00 | Feb 1, 2016 | A | 25,000 | A | — | — | Ordinary Shares, no par value | 25,000 | 25,000 | D |
Explanation of responses
- F1Includes 106,833 Restricted Share Units.
- F2Acquired 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, 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 (3).
- F3As a result of the Transactions, (x) both Avago and Broadcom became indirect subsidiaries of the Issuer, (y) all issued ordinary shares of Avago were exchanged on a one-for-one basis for newly issued Ordinary Shares of the Issuer, and (z) each outstanding share option or restricted share unit issued by Avago has been converted into an option to purchase Ordinary Shares of the Issuer or an Issuer restricted share unit, respectively, covering the same number of Ordinary Shares of the Issuer as the number of ordinary shares of Avago that were subject to such share option or restricted share unit immediately prior to the Transactions and, in the case of share options, at the same per share exercise price of the related share option of Avago immediately prior to the Transactions.
- F4Share price performance option (the "2014 Option") granted pursuant to the Avago Technologies Limited 2009 Equity Incentive Award Plan (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 March 11, 2018. The exercisability requirements for the 2014 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.
- F6Share price performance RSU (the "Performance RSU") granted pursuant to the Avago Plan. The Performance RSU vests over four years, with 25% vesting on each anniversary of the date of grant. However, no portion of the Performance RSU shall vest unless and until the average of the closing prices of the Company's ordinary shares (as reported on the stock exchange on which the shares are listed), over a twenty consecutive trading day period is equal to or greater than 120% of the fair market value of the Company's ordinary shares on the date of grant (the "Price Contingency").
- F7In the event that the Price Contingency is not met on or prior to the earlier of the fourth anniversary of the Grant Date or the Reporting Person's termination of services with the Issuer, all Performance RSUs subject to the award which have not previously vested shall immediately be forfeited.