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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| 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^*
SAMUELI HENRY

(Last) | (First) | (Middle)
C/O AVAGO TECHNOLOGIES US INC.
1320 RIDDER PARK DRIVE

(Street) 
SAN JOSE | CA | 95131

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
Broadcom Ltd [ AVGO ]

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
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 | | |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)(2) | ^(1)(2) | 02/01/2016 | | A | | 53,649 | | ^(2) | ^(2) | Ordinary Shares, no par value | 53,649 | ^(1) | 53,649 | D |
Exchangeable Units^(1)(2) | ^(1)(2) | 02/01/2016 | | A | | 5,937,658 | | ^(2) | ^(2) | Ordinary Shares, no par value | 5,937,658 | ^(1) | 5,937,658 | I | See Footnote^(3)
Exchangeable Units^(1)(2) | ^(1)(2) | 02/01/2016 | | A | | 399,918 | | ^(2) | ^(2) | Ordinary Shares, no par value | 399,918 | ^(1) | 399,918 | I | See Footnote^(4)
Exchangeable Units^(1)(2) | ^(1)(2) | 02/01/2016 | | A | | 459,690 | | ^(2) | ^(2) | Ordinary Shares, no par value | 459,690 | ^(1) | 459,690 | I | See Footnote^(5)
Exchangeable Units^(1)(2) | ^(1)(2) | 02/01/2016 | | A | | 2,722,869 | | ^(2) | ^(2) | Ordinary Shares, no par value | 2,722,869 | ^(1) | 2,722,869 | I | See Footnote^(6)
Explanation of Responses:
1. Acquired in connection with the transactions consummated on February 1, 2016 pursuant to the terms of an Agreement and Plan of Merger, dated as of May 28, 2015, by and among the Issuer, Avago Technologies Limited ("Avago"), Broadcom Corporation ("Broadcom"), Broadcom Cayman L.P. (f/k/a Safari Cayman L.P.), Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc. ("CS Merger Sub") and Buffalo UT Merger Sub, Inc. ("UT Merger Sub," and, together with CS Merger Sub, the "Merger Subs"), pursuant to which (a) the Issuer indirectly acquired Avago pursuant to the terms of a scheme of arrangement under Singapore law consummated in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore, and (b) the Merger Subs merged with and into Broadcom, with Broadcom as the surviving corporation in such mergers (the "Merger").
2. Each Broadcom Cayman LP exchangeable unit is convertible, at the Reporting Person's election, at any time after the two year anniversary of the Merger, into ordinary shares of the Issuer or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of the Issuer's ordinary shares on NASDAQ for the trading day ending on the last business day prior to the date on which an exchange notice is delivered, at the sole discretion of the Issuer, as the general partner of Broadcom Cayman LP. This conversion right has no expiration date.
3. 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.
4. 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.
5. 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.
6. Directly held by H&S Investments I L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Remarks:
| /s/ Patricia McCall, Attorney-in-Fact for Henry Samueli | 02/03/2016
| ** 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).
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