SEC Form 4 · accession 0001140361-16-050155
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Henry Samueli
Officer — Chief Technical Officer · Director
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649338
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable UnitsF1,F2 | — | Feb 1, 2016 | A | 53,649 | A | — | — | Ordinary Shares, no par value | 53,649 | 53,649 | D |
| Exchangeable UnitsF1,F2,F3 | — | Feb 1, 2016 | A | 5,937,658 | A | — | — | Ordinary Shares, no par value | 5,937,658 | 5,937,658 | I |
| Exchangeable UnitsF1,F2,F4 | — | Feb 1, 2016 | A | 399,918 | A | — | — | Ordinary Shares, no par value | 399,918 | 399,918 | I |
| Exchangeable UnitsF1,F2,F5 | — | Feb 1, 2016 | A | 459,690 | A | — | — | Ordinary Shares, no par value | 459,690 | 459,690 | I |
| Exchangeable UnitsF1,F2,F6 | — | Feb 1, 2016 | A | 2,722,869 | A | — | — | Ordinary Shares, no par value | 2,722,869 | 2,722,869 | I |
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, by and among the Issuer, Avago Technologies Limited ("Avago"), Broadcom Corporation ("Broadcom"), Broadcom Cayman L.P. (f/k/a 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 (the "Merger").
- F2Each Broadcom Cayman LP exchangeable unit is convertible, at the Reporting Person's election, at any time after the two year anniversary of the Merger, into ordinary shares of the Issuer or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of the Issuer's ordinary shares on NASDAQ for the trading day ending on the last business day prior to the date on which an exchange notice is delivered, at the sole discretion of the Issuer, as the general partner of Broadcom Cayman LP. This conversion right has no expiration date.
- F3Directly held by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4Directly held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F5Directly held by H&S Portfolio II L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F6Directly held by H&S Investments I L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.