Sec Form 4 Filing - FINOCCHIO ROBERT J @ BROADCOM CORP - 2016-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
FINOCCHIO ROBERT J
2. Issuer Name and Ticker or Trading Symbol
BROADCOM CORP [ BRCM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5300 CALIFORNIA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2016
(Street)
IRVINE, CA92617
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A common stock 02/01/2016 D 41,164 ( 1 ) A 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FINOCCHIO ROBERT J
5300 CALIFORNIA AVENUE
IRVINE, CA92617
X
Signatures
/s/ Robert J. Finocchio 02/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 38,554 shares of Class A Common Stock and 2,610 restricted stock units that were disposed of pursuant to the Agreement and Plan of Merger, dated as of May 28, 2015 (the "Merger Agreement"), by and among Avago Technologies Limited ("Avago"), Pavonia Limited ("Holdco"), Safari Cayman, L.P. ("Holdco LP"), the Issuer and the other parties thereto, whereby the Issuer became an indirect subsidiary of Holdco and Holdco LP upon the merger of certain indirect subsidiaries of Holdco and Holdco LP with and into the Issuer, with the Issuer continuing as the surviving corporation of each such merger (such mergers, the "Transactions").
( 2 )At the effective time of the Transactions, each share of Broadcom common stock (each, a "Broadcom Common Share") was converted into the right to receive, at the election of the holder of such Broadcom Common Share, and subject to proration in accordance with the Merger Agreement, (i) $54.50 in cash, (ii) 0.4378 freely-tradeable ordinary shares of Holdco ("Holdco Ordinary Shares"), or (iii) 0.4378 limited partnership units of Holdco LP, that are designed to be the economic equivalent of 0.4378 ordinary shares of Holdco. As of the close of trading on February 1, 2016, the market price of Holdco Ordinary Shares was $137.68 per share.
( 3 )Vested restricted stock units were cancelled pursuant to the Merger Agreement, in exchange for which the holder received an amount in cash equal to the product of (i) the total number of Broadcom Common Shares subject to such restricted stock units multiplied by (ii) $54.5176, which is the sum of (A) $27.25 and (B) 0.2189 times $124.5664.

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