SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SAMUELI HENRY

(Last)

(First)

(Middle)

5300 CALIFORNIA AVENUE

(Street)

IRVINE

92617

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2011

3. Issuer Name and Ticker or Trading Symbol
BROADCOM CORP [ BRCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	205,675⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽³⁾	02/29/2012	Class A common stock	750,000	$23.3733	D
Employee stock option (right to buy)	⁽³⁾	05/09/2016	Class A common stock	125,000	$41.15	D
Employee stock option (right to buy)	⁽³⁾	05/02/2017	Class A common stock	115,000	$32.93	D
Employee stock option (right to buy)	⁽⁴⁾	04/23/2018	Class A common stock	125,000	$27.74	D
Employee stock option (right to buy)	⁽⁵⁾	04/27/2019	Class A common stock	100,000	$23.17	D
Employee stock option (right to buy)	⁽⁶⁾	02/04/2020	Class A common stock	90,000	$29.39	D
Class B common stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	16,246,867	⁽⁷⁾	I	See Footnote⁽⁸⁾
Class B common stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	913,473	⁽⁷⁾	I	See Footnote⁽⁹⁾
Class B common stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	1,265,000	⁽⁷⁾	I	See Footnote⁽¹⁰⁾
Class B common stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	8,420,257	⁽⁷⁾	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. Includes (i) 117,402 shares of the Issuer's Class A common stock, (ii) 12,500 shares in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of four equal quarterly installments from 08/05/2011 through 05/05/2012, (iii) 20,000 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of eight equal quarterly installments from 08/05/2011 through 05/05/2013, (iv) 24,750 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of eleven equal quarterly installments from 08/05/2011 through 02/05/2014,

2. (v) 23,267 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of fifteen equal quarterly installments from 08/05/2011 through 02/05/2015, and (vi) 7,756 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of fifteen equal quarterly installments from 08/05/2011 through 02/05/2015.

3. The option is fully vested and immediately exercisable.

4. Such option was granted on 04/24/2008 and vests in equal monthly installments through 04/24/2012.

5. Such option was granted on 04/28/2009 and vests in equal monthly installments through 04/28/2013.

6. Such option was granted on 02/05/2010 and vests in equal monthly installments through 02/05/2014.

7. Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder.

8. Held by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

9. Held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

10. Held by H&S Portfolio II, L.P., an entity owned by the Henry Samueli Lifetime Benefit Trust, for which trust the Reporting Person is trustee and beneficiary.

11. Held by H&S Investments I, L.P., an entity owned by the Shiloh Trust, for which trust the Reporting Person is co-trustee and co-beneficiary.

Remarks:

	/s/ Henry Samueli, Ph.D.	05/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.