SEC Form 4 · accession 0001104659-18-066678
CA, INC. · CA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CAREAL PROPERTY GROUP AG
10% Owner
Martin Haefner
10% Owner
Eva Maria Bucher-Haefner
10% Owner
Period of report
Nov 5, 2018
Accepted (ET)
Nov 7, 2018 · 4:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000356028
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.10 per shareF1,F2 | Nov 5, 2018 | J | 65,513,380 | — | D | 0 | D | |
| Common Stock, par value $0.10 per shareF1,F3 | Nov 5, 2018 | J | 38,300,000 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 5, 2018, Broadcom Inc., a Delaware corporation ("Broadcom"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Broadcom and Collie Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Broadcom ("Merger Sub"), dated as of July 11, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Broadcom (the "Merger"). At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $44.50 in cash.
- F2Reflects securities held directly by Careal Property Group (formerly known as Careal Holding AG) ("Careal"). Each of BigPoint Holding AG ("BigPoint"), a company wholly owned by Martin Haefner, and moyreal holding ag, a company wholly owned by Eva Maria Bucher-Haefner, owns 50% of the shares of Careal.
- F3Reflects securities held directly by BigPoint.
Remarks
Each of the Reporting Persons may be deemed to beneficially own the shares of Company Stock reported herein, but each (other than to the extent of its, his or her direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.