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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technical Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012
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 03/01/2012 C (1) 75,000 A (2) 75,000 I See Footnote (3)
Class A common stock 03/01/2012 S (1) (4) 75,000 D $37.0748 (5) 0 I See Footnote (1)
Class A common stock 03/01/2012 C (6) 125,000 A (2) 125,000 I See Footnote (7)
Class A common stock 03/01/2012 S (6) (4) 125,000 D $37.0528 (8) 0 I See Footnote (6)
Class A common stock 122,747 I See Footnote (7)
Class A common stock 245,712 (9) 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 (2) 03/01/2012 C (1) 75,000 (2) (2) Class A common stock 75,000 $0 15,796,867 I See Footnote (3)
Class B common stock (2) 03/01/2012 C (6) 125,000 (2) (2) Class A common stock 125,000 $0 8,020,257 I See Footnote (7)
Class B common stock (2) (2) (2) Class A common stock 913,473 913,473 I See Footnote (10)
Class B common stock (2) (2) (2) Class A common stock 1,215,000 1,215,000 I See Footnote (11)
Explanation of Responses:
1. Such transaction was effected by HS Portfolio 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 Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. The shares covered by this Form 4 are being sold pursuant to a Rule 10b5-1 Sales Plan, which is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
5. Such transaction was executed in multiple trades at prices ranging from $36.88 to $37.40. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. Such transaction was effected 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.
7. 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.
8. Such transaction was executed in multiple trades at prices ranging from $36.84 to $37.40. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
9. Includes (i) 11,464 shares that are held as Class A common stock and (ii) 234,248 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.
10. Held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
11. Held by H&S Portfolio II L.P., an entity owned by the Henry Samueli Lifetime Benefit Trust, for which trust the Reporting Person is trustee and beneficiary.
Remarks:
/s/ Henry Samueli, Ph.D. 03/01/2012
** 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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