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)
5300 CALIFORNIA AVENUE

(Street)
IRVINE CA 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)
Chief Technical Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
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) 02/16/2012 A 79,629 A $0 (2) 166,083 D
Class A common stock (3) 02/16/2012 A 26,543 A $0 (2) 192,626 D
Class A common stock (4) (5) 02/16/2012 A 26,543 A $0 (2) 219,169 D
Class A common stock (4) (6) 02/16/2012 A 26,543 A $0 (2) 245,712 (7) D
Class A common stock 122,747 I See Footnote (8)
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
Explanation of Responses:
1. These securities awarded on 02/16/2012 are in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of the Issuer's Class A common stock per RSU. The RSUs 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 02/05/2012 through 02/05/2016.
2. These securities were awarded in an exempt transaction pursuant to SEC Rule 16b-3(d).
3. These securities awarded on 02/16/2012 are Performance RSU grants awarded pursuant to the Issuer's Restricted Stock Units Incentive Award Program (the "Program") adopted in January 2011, and are in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU. The RSUs 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 02/05/2012 through 02/05/2016.
4. When the compensation committee (the "Committee") of the board of directors of the Issuer awarded the grant referenced in footnote 3 above (the "First Grant") to the Reporting Person, the Reporting Person also became entitled to receive an additional RSU grant representing a further 26,543 shares of Class A common stock in each of the two years immediately following the year of the First Grant. The RSUs subject to each of those additional grants 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 the applicable grant by the Committee (the date of any such grant, a "Grant Date"), which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year).
5. See footnote 4. These RSUs relate to the Grant Date that will occur in 2013.
6. See footnote 4. These RSUs relate to the Grant Date that will occur in 2014.
7. Includes (i) 11,464 shares that are held as Class A common stock and (ii) 234,248 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU.
8. Held by H&S Investments I L.P., an entity owned by the Shiloh Trust, for which trust the Reporting Person is co-trustee and co-beneficiary.
Remarks:
/s/ Henry Samueli, Ph.D. 02/20/2012
** 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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