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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SAMUELI HENRY 5300 CALIFORNIA AVENUE IRVINE, CA 92617 |
 X |  |  Chief Technical Officer |  |
| /s/ Henry Samueli, Ph.D. | 02/20/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | This amendment relates to a Form 3 (the "Original Form 3") that the Reporting Person filed on 5/9/2011 to report, among other holdings, 7,756 restricted stock units ("RSUs") representing 7,756 shares (the "First Grant") 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. These RSUs will entitle the Reporting Person to receive one share of Common Stock per RSU as the RSUs vest in a series of fifteen equal quarterly installments from 08/05/2011 through 02/05/2015. 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 on 2/5/2011 for 8,273 shares, |
| (2) | (continued text from footnote 1) the Reporting Person also became entitled to receive an additional RSU grant representing a further 8,273 shares of Common Stock in each of the two years immediately following the year of the First Grant (i.e. in 2012 and 2013), which were inadvertently omitted from the Original Form 3. 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). |
| (3) | Reflects the amount of such securities as of the date of the Original Form 3. In addition to the RSUs described in footnote 1, this also includes (i) 117,402 shares of the Issuer's Class A common stock, (ii) 12,500 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Common Stock per RSU as the RSUs vest in a series of four equal quarterly installments from 08/05/2011 through 05/05/2012, (iii) 20,000 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Common Stock per RSU as the RSUs vest in a series of eight equal quarterly installments from 08/05/2011 through 05/05/2013, |
| (4) | (continued text from footnote 3) (iv) 24,750 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Common Stock per RSU as the RSUs vest in a series of eleven equal quarterly installments from 08/05/2011 through 02/05/2014 and (v) 23,267 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Common Stock per RSU as the RSUs vest in a series of fifteen equal quarterly installments from 08/05/2011 through 02/05/2015. Any statement of changes in beneficial ownership filed on or after the date of the Original Form 3 and before the date hereof does not reflect ownership of the securities reported herein as having been acquired by the Reporting Person. |
|  Remarks: This amendment restates Table I of the Original Form 3 in its entirety.  Table II of the Original Form 3 is not affected by this amendment. | |