SEC Form 4/A · accession 0001140361-16-053994
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Henry Samueli
Officer — Chief Technical Officer · Director
Period of report
Feb 1, 2016
Accepted (ET)
Feb 18, 2016 · 6:33 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 | 3,130 | $0.00 | A | 3,130 | D | |
| Ordinary Shares, no par valueF1,F2,F4 | Feb 1, 2016 | A | 22,947 | $0.00 | A | 26,077 | D | |
| Ordinary Shares, no par valueF1,F2,F5 | Feb 1, 2016 | A | 52,235 | $0.00 | A | 78,312 | D | |
| Ordinary Shares, no par valueF1,F2,F6 | Feb 1, 2016 | A | 79,755 | $0.00 | A | 158,067 | D | |
| Ordinary Shares, no par valueF1,F2,F7 | Feb 1, 2016 | A | 66,980 | $0.00 | A | 225,047 | D | |
| Ordinary Shares, no par valueF1,F2,F8 | Feb 1, 2016 | A | 7,323 | $0.00 | A | 232,370 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amendment is being filed solely to report Restricted Stock Unit Awards ("RSUs") assumed by the Issuer 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 (continued in Footnote 2)
- F2(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 of the Issuer, which were inadvertently omitted from the Reporting Person's Form 4 filing on February 3, 2016 (the "Original Form 4"). All other information contained in the Original Form 4 was correct and complete.
- F3Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installments such that the RSU vests in full on February 5, 2016, subject to the Reporting Person's continuing service on each of the vesting dates.
- F4Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installment such that the RSU vests in full on February 5, 2017, subject to the Reporting Person's continuing service on each of the vesting dates.
- F5Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installment such that the RSU vests in full on February 5, 2018, subject to the Reporting Person's continuing service on each of the vesting dates.
- F6Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installment such that the RSU vests in full on February 5, 2019, subject to the Reporting Person's continuing service on each of the vesting dates.
- F7Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installment such that the RSU vests in full on February 5, 2020, subject to the Reporting Person's continuing service on each of the vesting dates.
- F8Upon vesting of the RSUs, the Reporting Person is entitled to receive one (1) ordinary share for each one (1) RSU. The RSUs vest in equal quarterly installment such that the RSU vests in full on February 5, 2021, subject to the Reporting Person's continuing service on each of the vesting dates.