SEC Form 4 · accession 0000899243-18-009660
Broadcom Inc. · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry Samueli
Officer — Chief Technical Officer · Director
Period of report
Apr 4, 2018
Accepted (ET)
Apr 6, 2018 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001730168
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF2 | Apr 4, 2018 | J | 53,649 | $0.00 | A | 254,338 | D | |
| Common Stock, $0.001 par valueF3 | Apr 4, 2018 | J | 40,058 | $0.00 | A | 40,058 | I | See Footnote |
| Common Stock, $0.001 par valueF4 | Apr 4, 2018 | J | 40,058 | $0.00 | A | 40,058 | I | See Footnote |
| Common Stock, $0.001 par valueF5 | Apr 4, 2018 | J | 5,752,978 | $0.00 | A | 5,752,978 | I | See Footnote |
| Common Stock, $0.001 par valueF6 | Apr 4, 2018 | J | 399,918 | $0.00 | A | 399,918 | I | See Footnote |
| Common Stock, $0.001 par valueF7 | Apr 4, 2018 | J | 459,690 | $0.00 | A | 459,690 | I | See Footnote |
| Common Stock, $0.001 par valueF8 | Apr 4, 2018 | J | 2,766,772 | $0.00 | A | 2,766,772 | I | See Footnote |
| Common Stock, $0.001 par valueF9 | Apr 4, 2018 | J | 1,860 | $0.00 | A | 1,860 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable UnitsF1 | — | Apr 4, 2018 | J | 53,649 | D | — | — | Common Stock | 53,649 | 0 | D |
| Exchangeable UnitsF1,F3 | — | Apr 4, 2018 | J | 40,058 | D | — | — | Common Stock | 40,058 | 0 | I |
| Exchangeable UnitsF1,F4 | — | Apr 4, 2018 | J | 40,058 | D | — | — | Common Stock | 40,058 | 0 | I |
| Exchangeable UnitsF1,F5 | — | Apr 4, 2018 | J | 5,752,978 | D | — | — | Common Stock | 5,752,978 | 0 | I |
| Exchangeable UnitsF1,F6 | — | Apr 4, 2018 | J | 399,918 | D | — | — | Common Stock | 399,918 | 0 | I |
| Exchangeable UnitsF1,F7 | — | Apr 4, 2018 | J | 459,690 | D | — | — | Common Stock | 459,690 | 0 | I |
| Exchangeable UnitsF1,F8 | — | Apr 4, 2018 | J | 2,766,772 | D | — | — | Common Stock | 2,766,772 | 0 | I |
| Exchangeable UnitsF1,F9 | — | Apr 4, 2018 | J | 1,860 | D | — | — | Common Stock | 1,860 | 0 | I |
Explanation of responses
- F1In connection with the Redomiciliation (as defined in "Remarks" below), each exchangeable partnership unit of Broadcom Cayman L.P. (the "Exchangeable Unit"), an exempted limited partnership registered in the Cayman Islands of which Broadcom Limited was the general partner ("Broadcom Cayman L.P.") was converted on a one-for-one basis into a newly issued shares of common stock of Broadcom Inc.
- F2Includes 73,496 restricted stock units.
- F3Indirectly held by Henry Samueli 2016 GRAT, a trust for which the Reporting Person is trustee, through ownership of membership interests in HS REU, LLC, the direct holder of the common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4Indirectly held by Susan Faye Samueli 2016 GRAT, a trust for which the Reporting Person's spouse is trustee, through ownership of membership interests in SFS REU, LLC, the direct holder of the common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F5Directly held by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F6Directly held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F7Directly 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.
- F8Directly held by H&S Investments I L.P. and through its ownership of membership interests in HS REU, LLC and SFS REU, LLC, direct holders of certain shares of common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F9Directly held by H&S Ventures LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Remarks
On April 4, 2018, Broadcom Inc., a Delaware corporation, became the successor of Broadcom Limited, a company organized under the laws of the Republic of Singapore ("Broadcom Limited"), pursuant to a scheme of arrangement under Singapore law under which all issued ordinary shares in the capital of Broadcom Limited were exchanged on a one-for-one basis for shares of common stock of Broadcom Inc. (the "Redomiciliation"). The Redomiciliation had the effect of changing Broadcom Limited's domicile, but did not alter the proportionate interests of shareholders.