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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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 | ||||||||
| Stock Option (Right to Buy) | $ 37.41 | 02/01/2016 | A | 7,630 | 04/04/2013 | 04/03/2017 | Ordinary Shares, no par value | 7,630 | (4) (5) | 7,630 | I | See footnote (8) | |||
| Stock Option (Right to Buy) | $ 35.38 | 02/01/2016 | A | 9,854 | 04/10/2014 | 04/09/2018 | Ordinary Shares, no par value | 9,854 | (4) (5) | 9,854 | I | See footnote (9) | |||
| Stock Option (Right to Buy) | $ 62.47 | 02/01/2016 | A | 5,223 | 04/09/2015 | 04/08/2019 | Ordinary Shares, no par value | 5,223 | (4) (5) | 5,223 | I | See footnote (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Silver Lake (Offshore) AIV GP IV, Ltd. C/O SILVER LAKE PARTNERS, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Associates IV Cayman, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Partners IV Cayman (AIV II), L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Investors IV Cayman, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLP Argo I Ltd. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLP Argo II Ltd. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Hao Kenneth C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P., General Partner of Silver Lake Partners IV Cayman (AIV II), L.P. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P., General Partner of Silver Lake Technology Investors IV Cayman, L.P. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Karen M. King, General Counsel of SLP Argo I Ltd. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Karen M. King, General Counsel of SLP Argo II Ltd. | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Kenneth Y. Hao, by Karen M. King, Attorney-in-fact for Kenneth Y. Hao | 02/01/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This Form 4 is filed on behalf of SLP Argo I Ltd. ("Argo I"), SLP Argo II Ltd. ("Argo II"), Silver Lake Partners IV Cayman (AIV II), L.P. ("AIV II"), Silver Lake Technology Investors IV Cayman, L.P. ("SLTI IV"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA IV Cayman"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP IV") and Mr. Kenneth Y. Hao. AIV II is the sole shareholder of Argo I. SLTI IV is the sole shareholder of Argo II. SLTA IV Cayman is the sole general partner of AIV II and SLTI IV, and AIV GP IV is the sole general partner of SLTA IV Cayman. Each of AIV GP IV, SLTA IV Cayman, SLTI IV, AIV II, Argo I and Argo II may be deemed to be a director by deputization of Broadcom Limited (the "Issuer"). Mr. Hao is a director of the Issuer. |
| (2) | AIV II, as the sole shareholder of Argo I, SLTA IV Cayman, as the sole general partner of AIV II, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo I and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo I under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo I) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| (3) | SLTI IV, as the sole shareholder of Argo II, SLTA IV Cayman, as the sole general partner of SLTI IV, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo II and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo II under Rule 16a-1(a)(2) of the Exchange Act. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo II) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| (4) | 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 (formerly Pavonia Limited), Avago Technologies Limited ("Avago"), Broadcom Corporation ("Broadcom"), 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 (collectively, the "Transactions"). |
| (5) | (Continued from footnote 4) As a result of the Transactions, (x) both Avago and Broadcom became indirect subsidiaries of the Issuer, (y) all issued ordinary shares of Avago were exchanged on a one-for-one basis for newly issued Ordinary Shares of the Issuer, and (z) each outstanding share option or restricted share unit issued by Avago has been converted into an option to purchase Ordinary Shares of the Issuer or an Issuer restricted share unit, respectively, covering the same number of Ordinary Shares of the Issuer as the number of ordinary shares of Avago that were subject to such share option or restricted share unit immediately prior to the Transactions and, in the case of share options, at the same per share exercise price of the related share option of Avago immediately prior to the Transactions. |
| (6) | These securities are directly held by Argo I. See footnote (2). |
| (7) | These securities are directly held by Argo II. See footnote (3). |
| (8) | These securities are held by Mr. Kenneth Y. Hao for the benefit of certain entities affiliated with AIV GP IV ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities. Mr. Hao is a director of AIV GP IV. |
| (9) | These securities are held by the Hao Family Trust u/a/d 10/12/99. |
| Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. | |