SEC Form 4 · accession 0001649338-18-000035
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
Mar 15, 2018
Accepted (ET)
Mar 16, 2018 · 5:12 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, 2018 | M | 6,250 | $0.00 | A | 85,049 | D | |
| Ordinary Shares, no par valueF4,F2,F3 | Mar 15, 2018 | M | 2,500 | $0.00 | A | 87,549 | D | |
| Ordinary Shares, no par valueF5,F3 | Mar 15, 2018 | A | 3,125 | $0.00 | A | 90,674 | 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, 2018 | M | 6,250 | D | — | Mar 15, 2019 | Ordinary Shares, no par value | 6,250 | 6,250 | D |
| Performance Based Restricted Stock UnitsF4 | $0.00 | Mar 15, 2018 | M | 2,500 | D | — | Mar 15, 2020 | Ordinary Shares, no par value | 2,500 | 5,000 | 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, subject to the Reporting Person's continued service through such date; and 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, 2018, the third 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 52,250 Restricted Share Units.
- 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, subject to the Reporting Person's continued service through such date; and 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, 2018, the second 25% of the Performance RSU vested.
- F5On March 15, 2018, the Compensation Committee of the Issuer determined that the number of ordinary shares vested for the first of four performance periods pursuant to a performance share unit award granted on March 15, 2017 under the 2009 Avago Plan upon the attainment of certain performance criteria based on the Issuer's compound annual total shareholder return relative to the S&P 500 Index.