Silver Lake Form 4 Broadcom / Kenneth Hao ownership change

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^*

Silver Lake (Offshore) AIV GP IV, Ltd.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Broadcom Ltd [ AVGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		S		4,904,270	D	$176.41	5,537,549	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/13/2016		S		95,730	D	$176.41	107,018	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		S		76,384	D	$181.39⁽⁶⁾	5,461,165	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		S		457,086	D	$180.27⁽⁷⁾	5,004,079	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		S		348,492	D	$179.51⁽⁸⁾	4,655,587	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		S		98,991	D	$178.72⁽⁹⁾	4,556,596	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/13/2016		S		1,483	D	$181.39⁽⁶⁾	105,535	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/13/2016		S		8,875	D	$180.27⁽⁷⁾	96,660	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/13/2016		S		6,767	D	$179.51⁽⁸⁾	89,893	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/13/2016		S		1,922	D	$178.72⁽⁹⁾	87,971	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/13/2016		J⁽¹⁰⁾		26,000	D	$0.00⁽¹⁰⁾	4,530,596	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾	12/13/2016		J⁽¹¹⁾		26,000	D	$0.00⁽¹¹⁾	0	I	See footnote⁽¹¹⁾
Ordinary Shares, no par value⁽¹⁾	12/13/2016		J⁽¹²⁾		26,000	D	$0.00⁽¹²⁾	0	I	See footnote⁽¹²⁾
Ordinary Shares, no par value⁽¹⁾	12/13/2016		G⁽¹³⁾		26,000	D	$0.00	3,342	I	See footnote⁽¹⁴⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/14/2016		S		99,849	D	$178.54⁽¹⁵⁾	4,430,747	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/14/2016		S		387,358	D	$177.68⁽¹⁶⁾	4,043,389	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽²⁾	12/14/2016		S		115,297	D	$176.91⁽¹⁷⁾	3,928,092	I	Held through SLP Argo I Ltd.⁽³⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/14/2016		S		1,939	D	$178.54⁽¹⁵⁾	86,032	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/14/2016		S		7,521	D	$177.68⁽¹⁶⁾	78,511	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾⁽⁴⁾	12/14/2016		S		2,239	D	$176.91⁽¹⁷⁾	76,272	I	Held through SLP Argo II Ltd.⁽⁵⁾
Ordinary Shares, no par value⁽¹⁾								66,753	I	See footnote⁽¹⁸⁾
Ordinary Shares, no par value⁽¹⁾								18	I	See footnote⁽¹⁹⁾

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)

1. Name and Address of Reporting Person^*

Silver Lake (Offshore) AIV GP IV, Ltd.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates IV Cayman, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners IV Cayman (AIV II), L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors IV Cayman, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP Argo I Ltd.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP Argo II Ltd.

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hao Kenneth

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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. 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.

3. These securities are directly held by Argo I. See footnote (2).

4. 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. 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.

5. These securities are directly held by Argo II. See footnote (4).

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.00 to $181.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.00 to $180.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.000 to $179.995, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.00 to $178.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. Represents a distribution by Argo I of ordinary shares of the Issuer to AIV II, its sole shareholder.

11. Represents a distribution by AIV II of ordinary shares of the Issuer to SLTA IV Cayman, its sole general partner. These ordinary shares of the Issuer were received by AIV II in connection with the distribution described in footnote (10) above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

12. Represents a distribution by SLTA IV Cayman of ordinary shares of the Issuer to the Hao Family Trust u/a/d 10/12/99. These ordinary shares of the Issuer were received by SLTA IV Cayman in connection with the distributions described in footnotes (10) and (11) above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

13. Represents a charitable donation of ordinary shares of the Issuer by the Hao Family Trust u/a/d 10/12/99. These ordinary shares of the Issuer were received by the Hao Family Trust u/a/d 10/12/99 in connection with the distributions reported above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

14. These securities are held by the Hao Family Trust u/a/d 10/12/99.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.26 to $179.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.260 to $178.255, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.260 to $177.255, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. These securities are held by Mr. 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 and/or its limited partners. 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.

19. These securities are held by Mr. Hao's family limited partnership.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any of the Reporting Persons, other than Mr. Hao, is subject to Section 16 of the Exchange Act, and 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.	12/15/2016
	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.	12/15/2016
	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.	12/15/2016
	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.	12/15/2016
	By: /s/ Karen M. King, General Counsel of SLP Argo I Ltd.	12/15/2016
	By: /s/ Karen M. King, General Counsel of SLP Argo II Ltd.	12/15/2016
	By: /s/ Karen M. King, by Karen M. King, Attorney-in-fact for Kenneth Y. Hao	12/15/2016
	** 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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Silver Lake Form 4Broadcom / Kenneth Hao ownership change