0000899243-16-012598.txt : 20160202 0000899243-16-012598.hdr.sgml : 20160202 20160202202838 ACCESSION NUMBER: 0000899243-16-012598 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160201 FILED AS OF DATE: 20160202 DATE AS OF CHANGE: 20160202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hao Kenneth CENTRAL INDEX KEY: 0001415357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382832 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Argo II Ltd. CENTRAL INDEX KEY: 0001606817 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382833 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners IV Cayman (AIV II), L.P. CENTRAL INDEX KEY: 0001607380 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382836 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates IV Cayman, L.P. CENTRAL INDEX KEY: 0001607377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382837 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake (Offshore) AIV GP IV, Ltd. CENTRAL INDEX KEY: 0001607376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382838 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Broadcom Ltd CENTRAL INDEX KEY: 0001649338 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1030 BUSINESS ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 BUSINESS PHONE: 65-6755-7888 MAIL ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 FORMER COMPANY: FORMER CONFORMED NAME: Pavonia Ltd DATE OF NAME CHANGE: 20150728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Argo I Ltd. CENTRAL INDEX KEY: 0001606815 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382834 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors IV Cayman, L.P. CENTRAL INDEX KEY: 0001607255 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37690 FILM NUMBER: 161382835 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-01 0 0001649338 Broadcom Ltd AVGO 0001607376 Silver Lake (Offshore) AIV GP IV, Ltd. C/O SILVER LAKE PARTNERS, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001607377 Silver Lake Technology Associates IV Cayman, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001607380 Silver Lake Partners IV Cayman (AIV II), L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001607255 Silver Lake Technology Investors IV Cayman, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001606815 SLP Argo I Ltd. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001606817 SLP Argo II Ltd. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001415357 Hao Kenneth C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Ordinary Shares, no par value 2016-02-01 4 A 0 13497979 A 13497979 I Held through SLP Argo I Ltd. Ordinary Shares, no par value 2016-02-01 4 A 0 262088 A 262088 I Held through SLP Argo II Ltd. Ordinary Shares, no par value 2016-02-01 4 A 0 65428 A 65428 I See footnote Ordinary Shares, no par value 2016-02-01 4 A 0 3285 A 3285 I See footnote Stock Option (Right to Buy) 37.41 2016-02-01 4 A 0 7630 D 2013-04-04 2017-04-03 Ordinary Shares, no par value 7630 7630 I See footnote Stock Option (Right to Buy) 35.38 2016-02-01 4 A 0 9854 D 2014-04-10 2018-04-09 Ordinary Shares, no par value 9854 9854 I See footnote Stock Option (Right to Buy) 62.47 2016-02-01 4 A 0 5223 D 2015-04-09 2019-04-08 Ordinary Shares, no par value 5223 5223 I See footnote This Form 4 is filed on behalf of SLP Argo I Ltd. ("Argo I"), SLP Argo II Ltd. ("Argo II"), Silver Lake Partners IV Cayman (AIV II), L.P. ("AIV II"), Silver Lake Technology Investors IV Cayman, L.P. ("SLTI IV"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA IV Cayman"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP IV") and Mr. Kenneth Y. Hao. AIV II is the sole shareholder of Argo I. SLTI IV is the sole shareholder of Argo II. SLTA IV Cayman is the sole general partner of AIV II and SLTI IV, and AIV GP IV is the sole general partner of SLTA IV Cayman. Each of AIV GP IV, SLTA IV Cayman, SLTI IV, AIV II, Argo I and Argo II may be deemed to be a director by deputization of Broadcom Limited (the "Issuer"). Mr. Hao is a director of the Issuer. AIV II, as the sole shareholder of Argo I, SLTA IV Cayman, as the sole general partner of AIV II, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo I and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo I under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo I) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. SLTI IV, as the sole shareholder of Argo II, SLTA IV Cayman, as the sole general partner of SLTI IV, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo II and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo II under Rule 16a-1(a)(2) of the Exchange Act. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo II) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Acquired in connection with the transactions consummated on February 1, 2016 pursuant to the terms of an Agreement and Plan of Merger, dated as of May 28, 2015, by and among the Issuer (formerly Pavonia Limited), Avago Technologies Limited ("Avago"), Broadcom Corporation ("Broadcom"), Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc. ("CS Merger Sub") and Buffalo UT Merger Sub, Inc. ("UT Merger Sub," and, together with CS Merger Sub, the "Merger Subs"), pursuant to which (a) the Issuer indirectly acquired Avago pursuant to the terms of a scheme of arrangement under Singapore law consummated in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore), and (b) the Merger Subs merged with and into Broadcom, with Broadcom as the surviving corporation in such mergers (collectively, the "Transactions"). (Continued from footnote 4) As a result of the Transactions, (x) both Avago and Broadcom became indirect subsidiaries of the Issuer, (y) all issued ordinary shares of Avago were exchanged on a one-for-one basis for newly issued Ordinary Shares of the Issuer, and (z) each outstanding share option or restricted share unit issued by Avago has been converted into an option to purchase Ordinary Shares of the Issuer or an Issuer restricted share unit, respectively, covering the same number of Ordinary Shares of the Issuer as the number of ordinary shares of Avago that were subject to such share option or restricted share unit immediately prior to the Transactions and, in the case of share options, at the same per share exercise price of the related share option of Avago immediately prior to the Transactions. These securities are directly held by Argo I. See footnote (2). These securities are directly held by Argo II. See footnote (3). These securities are held by Mr. Kenneth Y. Hao for the benefit of certain entities affiliated with AIV GP IV ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities. Mr. Hao is a director of AIV GP IV. These securities are held by the Hao Family Trust u/a/d 10/12/99. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd. 2016-02-01 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P. 2016-02-01 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P., General Partner of Silver Lake Partners IV Cayman (AIV II), L.P. 2016-02-01 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV Ltd., General Partner of Silver Lake Technology Associates IV Cayman, L.P., General Partner of Silver Lake Technology Investors IV Cayman, L.P. 2016-02-01 By: /s/ Karen M. King, General Counsel of SLP Argo I Ltd. 2016-02-01 By: /s/ Karen M. King, General Counsel of SLP Argo II Ltd. 2016-02-01 By: /s/ Kenneth Y. Hao, by Karen M. King, Attorney-in-fact for Kenneth Y. Hao 2016-02-01