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)
16215 ALTON PARKWAY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BROADCOM CORP [ BRCM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CTO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2003
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
Class A common stock(1) 11/24/2003 C 150,000 A (2) 150,000 I See Footnote(3)
Class A common stock(1) 11/24/2003 S 150,000 D $35.0048 0 I See Footnote(1)
Class A common stock 4 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 (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
Class B common stock(1) (2) 11/24/2003 C 150,000 (2) (2) Class A common stock 150,000 $0 1,433,649 I See Footnote(3)
Class B common stock (2) (2) (2) Class A common stock 6,588,418 6,588,418 I See Footnote(4)
Class B common stock (2) (2) (2) Class A common stock 17,139,135 17,139,135 I See Footnote(5)
Class B common stock (2) (2) (2) Class A common stock 3,675,000 3,675,000 I See Footnote(6)
Class B common stock (2) (2) (2) Class A common stock 860,865 860,865 I See Footnote(7)
Explanation of Responses:
1. Such transaction was effected by HS Management, L.P. The reporting person may be deemed to beneficially own the issuer's securities held by HS Management L.P. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
2. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the option of the holder.
3. Held by HS Management, L.P. The reporting person may be deemed to beneficially own the issuer's securities held by HS Management L.P. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. Held by the Shiloh Trust (the amended name of the Samueli Family Trust, effective 10/25/2000). The reporting person, as co-trustee and co-beneficiary of such trust, is deemed to beneficially own the issuer's securities held by such trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
5. Held by HS Portfolio L.P. The reporting person may be deemed to beneficially own the issuer's securities 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. Held by The Henry Samueli Lifetime Benefit Trust. The reporting person beneficially owns the issuer's securities held by The Henry Samueli Lifetime Benefit Trust.
7. Held by H&S Investments I L.P., an entity owned by the Shiloh Trust. Accordingly, the reporting person is deemed to beneficially own the issuer's securities 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:
Lauri Fischer, pursuant to power of attorney 11/24/2003
** 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.