(Amendment No. 8)1
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BROADCOM CORPORATION
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(Name of Issuer)
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Class A common stock, par value $0.0001
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(Title of Class of Securities)
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111320107
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b)
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o |
Rule 13d-1(c)
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x |
Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 111320107
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13G/A
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Page 2 of 11 Pages
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CUSIP No. 111320107
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13G/A
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Page 3 of 11 Pages
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CUSIP No. 111320107
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13G/A
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Page 4 of 11 Pages
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CUSIP No. 111320107
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13G/A
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Page 5 of 11 Pages
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CUSIP No. 111320107
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13G/A
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Page 6 of 11 Pages
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CUSIP No. 111320107
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13G/A
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Page 7 of 11 Pages
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Item 1.
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(a)
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Name of Issuer
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BROADCOM CORPORATION
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(b)
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Address of Issuer's Principal Executive Offices:
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5300 California Avenue, Irvine, California 92617
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Item 2.
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(a)
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Name of Person Filing:
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1.
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Henry T. Nicholas III, Ph.D.
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2.
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Stacey E. Nicholas
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3.
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The Nicholas Broadcom Trust dated February 7, 2007 (the "Nicholas Broadcom Trust")
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4.
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Robert G. Magnuson
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5.
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James R. Parks
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(b)
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Address of Principal Business Office or, if none, Residence:
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Principal Business Office: 15 Enterprise, Suite 550, Aliso Viejo, California 92656
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(c)
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Citizenship:
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Each of Dr. Nicholas, Ms. Nicholas, Mr. Magnuson and Mr. Parks is a citizen of the United States. The Nicholas Broadcom Trust is governed by the laws of California.
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(d)
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Title of Class of Securities:
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Class A common stock, $0.0001 par value
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(e)
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CUSIP Number:
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111320107
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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CUSIP No. 111320107
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13G/A
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Page 8 of 11 Pages
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership.
The number of shares beneficially owned by the Reporting Persons contained in this Report is as of December 31, 2011.
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CUSIP No. 111320107
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13G/A
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Page 9 of 11 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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Not applicable.
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CUSIP No. 111320107
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13G/A
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Page 10 of 11 Pages
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Dated: February 13, 2012
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/s/ Henry T. Nicholas III, Ph.D.
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Henry T. Nicholas III, Ph.D.
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Dated: February 8, 2012
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/s/ Stacey E. Nicholas
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Stacey E. Nicholas
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Dated: February 10, 2012
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/s/ Robert G. Magnuson
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Robert G. Magnuson
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Individually and as co-trustee of the Nicholas Broadcom Trust dated February 7, 2007
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Dated: February 8, 2012
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/s/ James R. Parks
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James R. Parks
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Individually and as co-trustee of the Nicholas Broadcom Trust dated February 7, 2007
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CUSIP No. 111320107
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13G/A
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Page 11 of 11 Pages
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement of the signatories to this Statement, dated as of February 12, 2008, filed with the Securities and Exchange Commission on February 13, 2008 as Exhibit 99.1 to the signatories' Amendment No. 4 to Schedule 13G, and incorporated by reference
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