SEC Form 4 · accession 0001649338-17-000064
Broadcom Ltd · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirsten M. Spears
Officer — Principal Accounting Officer
Period of report
Mar 15, 2017
Accepted (ET)
Mar 20, 2017 · 8:48 pm EDT
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 | Mar 15, 2017 | M | 1,750 | $0.00 | A | 31,141 | D | |
| Ordinary Shares, no par valueF4,F2,F3 | Mar 15, 2017 | M | 2,000 | $0.00 | A | 33,141 | D | |
| Ordinary Shares, no par valueF5,F3 | Mar 16, 2017 | S | 1,990 | $222.435 | D | 31,151 | D | |
| Ordinary Shares, no par valueF5,F3 | Mar 17, 2017 | S | 1,994 | $222.074 | D | 29,157 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted Stock UnitsF1 | $0.00 | Mar 15, 2017 | M | 1,750 | D | — | Mar 15, 2019 | Ordinary Shares, no par value | 1,750 | 3,500 | D |
| Performance Based Restricted Stock UnitsF4 | $0.00 | Mar 15, 2017 | M | 2,000 | D | — | Mar 15, 2020 | Ordinary Shares, no par value | 2,000 | 6,000 | D |
Explanation of responses
- F1Shares vested pursuant to a share price performance restricted share unit award (the "Performance RSU") granted pursuant to the Avago Technologies Limited 2009 Equity Incentive Award Plan ("2009 Avago Plan") on March 15, 2015. The Performance RSU is scheduled to vest over four years, with 25% vesting on each anniversary of the date of grant, such that the Performance RSU will be fully vested on March 15, 2019; provided, however, that no portion of the Performance RSU may vest unless the average of the closing prices of the Issuer'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 Issuer's ordinary shares on the date of grant (the "Price Contingency"). On April 1, 2016, the Price Contingency was met, and on March 15, 2017, the second 25% of the Performance RSU vested.
- F2Each Performance RSU represents the right to receive, at settlement, one ordinary share of the Issuer. This transaction represents the settlement of the Performance RSU in the Issuer's ordinary shares on the scheduled vesting date.
- F3Includes 25,524 RSUs and 56 shares acquired under the Issuer's Employee Stock Purchase Plan on March 14, 2017.
- F4Performance RSU granted pursuant to the 2009 Avago Plan on March 15, 2016. The Performance RSU is scheduled to vest over four years, with 25% vesting on each anniversary of the date of grant, such that the Performance RSU will be fully vested on March 15, 2020; provided, however, that no portion of the Performance RSU may vest unless the Price Contingency has been met. On January 5, 2017, the Price Contingency was met, and on March 15, 2017, the first 25% of the Performance RSU vested.
- F5Shares sold by the Reporting Person pursuant to mandatory sale provisions of the relevant RSU grants, including the Performance RSU, requiring the sale of sufficient shares to cover withholding taxes due upon vesting of RSUs.