| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
BROADCOM CORP [ BRCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2011 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/08/2011 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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)(2) | 02/05/2011 | A | 9,652(3) | A | $0(4) | 138,848(5) | D | |||
| Class A common stock(1)(2) | 02/02/2011 | A | 9,652(6) | A | $0(4) | 148,500(5) | 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 | ||||||||
| Explanation of Responses: |
| 1. This amendment relates to a Form 4 (the "Original Form 4") that the Reporting Person filed on 2/8/2011 to report, among other events, the Reporting Person's 2/5/2011 acquisition (the "First Grant") of restricted stock units representing 9,652 shares of Broadcom Corporation ("Issuer") class A common stock ("Common Stock") pursuant to the Issuer's Restricted Stock Units Incentive Award Program (the "Program") adopted in January 2011. Pursuant to the Program, when the compensation committee (the "Committee") of the board of directors of the Issuer awarded the First Grant to the Reporting Person, the Reporting Person also became entitled to receive an additional restricted stock unit grant representing a further 9,652 shares of Common Stock in each of the two years immediately following the year of the First Grant. |
| 2. (continued text from footnote 1) The restricted stock units 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). |
| 3. See footnote 1. These restricted stock units relate to the Grant Date that will occur in 2012. |
| 4. These securities were awarded in an exempt transaction pursuant to SEC Rule 16b-3(d). |
| 5. Reflects the amount of such securities as of the date of the Original Form 4 and giving effect to the other transactions reported on the Original Form 4. Any statement of changes in beneficial ownership filed on or after the date of the Original Form 4 and before the date hereof does not reflect ownership of the securities reported herein as having been acquired by the Reporting Person. |
| 6. See footnote 1. These restricted stock units relate to the Grant Date that will occur in 2013. |
| Remarks: |
| See footnotes for explanation of this amendment. |
| /s/ Neil Y. Kim | 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). | ||
| 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. | ||