SEC FORM
4
SEC Form 4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avago Technologies LTD
[ AVGO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Ordinary Shares, no par value |
08/11/2009 |
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S |
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7,836,230 |
D |
$15
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70,673,914 |
I |
Held through Bali Investments S.a r.l. and Silver Lake Partners II Cayman, L.P.
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Ordinary Shares, no par value |
08/11/2009 |
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S |
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22,277 |
D |
$15
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200,917 |
I |
Held through Bali Investments S.a r.l. and Silver Lake Technology Investors II Cayman, L.P.
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Ordinary Shares, no par value |
08/11/2009 |
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S |
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1,210,081 |
D |
$15
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10,913,556 |
I |
Held through Bali Investments S.a r.l. and Avago Investment Partners, Limited Partnership
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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1. Name and Address of Reporting Person*
C/O SILVER LAKE PARTNERS |
2775 SAND HILL ROAD, SUITE 100 |
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ Karen King, as attorney-in-fact for Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP II, Ltd. |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP II, Ltd., the general partner for Silver Lake Technology Associates II Cayman, L.P. |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP II, Ltd., the general partner, Silver Lake Technology Associates II Cayman, L.P., the general partner of Silver Lake Partners II Cayman, L.P. |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP II, Ltd., the general partner of Silver Lake Technology Investors II Cayman, L.P. |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for James A. Davidson |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for Kenneth Y. Hao |
08/13/2009 |
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/s/ Karen King, as attorney-in-fact for John R. Joyce |
08/13/2009 |
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** 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. |
rrd224508_253534.html
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Alan K. Austin and Karen M. King, signing singly, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Avago Technologies
Limited (the "Company"), a 10% holder of the Company's capital stock, and/or as
an officer, director, member, manager, or general partner of any entity for
which the undersigned is otherwise authorized to sign, including Bali
Investments S.a.r.l., Silver Lake (Offshore) AIV GP II, Ltd., Avago Investment
G.P., Limited, with respect to such entity's direct or indirect ownership
interest in the Company's capital stock, Forms 3, 4, and 5 and any amendments
thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's direct or indirect holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of August, 2009.
Signature: /s/ Kenneth Y. Hao
----------------------------------------
Kenneth Y. Hao
rrd224508_253535.html
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Alan Austin and Karen M. King, signing singly, with full power
of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Avago Technologies
Limited (the "Company"), a 10% holder of the Company's capital stock, and/or as
an officer, director, member, manager, or general partner of any entity for
which the undersigned is otherwise authorized to sign, including Bali
Investments S.a.r.l., Silver Lake (Offshore) AIV GP II, Ltd., Avago Investment
G.P., Limited, with respect to such entity's direct or indirect ownership
interest in the Company's capital stock, Forms 3, 4, and 5 and any amendments
thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's direct or indirect holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of August, 2009.
Signature: /s/ James A. Davidson
----------------------------------------
James A. Davidson
rrd224508_253536.html
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Alan Austin and Karen M. King, signing singly, with full power
of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Avago Technologies
Limited (the "Company"), a 10% holder of the Company's capital stock, and/or as
an officer, director, member, manager, or general partner of any entity for
which the undersigned is otherwise authorized to sign, including Bali
Investments S.a.r.l., Silver Lake (Offshore) AIV GP II, Ltd., Avago Investment
G.P., Limited, with respect to such entity's direct or indirect ownership
interest in the Company's capital stock, Forms 3, 4, and 5 and any amendments
thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's direct or indirect holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of August, 2009.
Signature: /s/ John R. Joyce
----------------------------------------
John R. Joyce