FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Broadcom Inc. [ AVGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 53,649 | A | $0.00 | 254,338(2) | D | |||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 40,058 | A | $0.00 | 40,058 | I | See Footnote(3) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 40,058 | A | $0.00 | 40,058 | I | See Footnote(4) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 5,752,978 | A | $0.00 | 5,752,978 | I | See Footnote(5) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 399,918 | A | $0.00 | 399,918 | I | See Footnote(6) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 459,690 | A | $0.00 | 459,690 | I | See Footnote(7) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 2,766,772 | A | $0.00 | 2,766,772 | I | See Footnote(8) | ||
Common Stock, $0.001 par value | 04/04/2018 | J(1) | 1,860 | A | $0.00 | 1,860 | I | See Footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 53,649 | (1) | (1) | Common Stock | 53,649 | $0.00 | 0 | D | ||||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 40,058 | (1) | (1) | Common Stock | 40,058 | $0.00 | 0 | I | See Footnote(3) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 40,058 | (1) | (1) | Common Stock | 40,058 | $0.00 | 0 | I | See Footnote(4) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 5,752,978 | (1) | (1) | Common Stock | 5,752,978 | $0.00 | 0 | I | See Footnote(5) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 399,918 | (1) | (1) | Common Stock | 399,918 | $0.00 | 0 | I | See Footnote(6) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 459,690 | (1) | (1) | Common Stock | 459,690 | $0.00 | 0 | I | See Footnote(7) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 2,766,772 | (1) | (1) | Common Stock | 2,766,772 | $0.00 | 0 | I | See Footnote(8) | |||
Exchangeable Units(1) | (1) | 04/04/2018 | J(1) | 1,860 | (1) | (1) | Common Stock | 1,860 | $0.00 | 0 | I | See Footnote(9) |
Explanation of Responses: |
1. In 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. |
2. Includes 73,496 restricted stock units. |
3. Indirectly 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. |
4. Indirectly 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. |
5. Directly held by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
6. Directly held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
7. Directly 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. |
8. Directly 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. |
9. Directly 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. |
/s/ Noelle Matteson, Attorney-in-Fact for Henry S. Samueli | 04/06/2018 | |
** 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 4 (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. |