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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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^*

MANIAN VAHID

(Last)

(First)

(Middle)

5300 CALIFORNIA AVENUE

(Street)

IRVINE

92617

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, Global Manuf Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	05/04/2007		M		15,000	A	$10.4933	128,560	D
Class A common stock	05/04/2007		S		15,000	D	$33.3327	113,560	D
Class A common stock⁽¹⁾	05/05/2007		A		32,500	A	$0⁽²⁾	146,060⁽³⁾	D
Class A common stock								750	I	See Footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$32.93	05/03/2007		A		65,000		⁽⁵⁾	05/02/2017	Class A common stock	65,000	$0	65,000	D

Explanation of Responses:

1. The securities awarded on 05/05/2007 are in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of Class A common stock per restricted stock unit. The RSUs units will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 05/05/2007 through 05/05/2011. The RSUs will vest on an accelerated basis upon the Reporting Person's termination of employment with the Issuer under certain prescribed circumstances.

2. The securities were awarded in an exempt transaction pursuant to Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.

3. Includes (i) 79,246 shares that are held as Class A common stock and (ii) 66,814 shares in the form of restricted stock units that will entitle the Reporting Person to receive one share of Class A common stock per restricted stock unit. 785 of the 79,246 shares were acquired by the Reporting Person on 04/30/2007 through the Issuer's Employee Stock Purchase Plan in an exempt transaction pursuant to Rule 16b-3(c) of the Securities Exchange Act of 1934, as amended.

4. Such shares are held by the Reporting Person as custodian for his children. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. The option vests and becomes exercisable for such shares in a series of 48 equal monthly installments measured from the grant date. The option will vest and become exercisable for such shares on an accelerated basis upon the Reporting Person's termination of employment with the Issuer under certain prescribed circumstances.

Remarks:

	/s/ Vahid Manian	05/07/2007
	** 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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