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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 19.67 | 02/17/2012 | D | 20,000 | (7) | 07/21/2019 | Common Stock | 20,000 | $ 30.33 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 16.55 | 02/17/2012 | D | 20,000 | (9) | 07/15/2018 | Common Stock | 20,000 | $ 33.45 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 16.96 | 02/17/2012 | D | 20,000 | (10) | 07/17/2017 | Common Stock | 20,000 | $ 33.04 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.14 | 02/17/2012 | D | 20,000 | (11) | 07/18/2016 | Common Stock | 20,000 | $ 36.86 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 9.36 | 02/17/2012 | D | 20,000 | (12) | 07/14/2015 | Common Stock | 20,000 | $ 40.64 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GODINHO NORMAN 3975 FREEDOM CIRCLE 9TH FLOOR SANTA CLARA, CA 95054 |
X | |||
| /s/ Roland B. Cortes, by power of attorney | 02/17/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to the merger agreement (the "Merger Agreement") among the issuer, Broadcom Corporation and I&N Acquisition Corp. in exchange for $50.00 cash per share. |
| (2) | These shares are directly held by The Godinho Family Revocable Living Trust dated April 21, 1995. |
| (3) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The inclusion of theses shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| (4) | These shares are directly held by the The Godinho Children's Trust dated November 7, 1983. |
| (5) | These shares are directly held by The Godinho Bypass Trust DTD June 12, 1995. |
| (6) | Pursuant to the Merger Agreement, this restricted stock unit award, which provided for vesting in full on the date of the issuer's 2012 annual stockholder meeting, was cancelled in exchange for a cash payment equal to the product of (a) the number of shares underlying such award, multiplied by (b) $50.00. |
| (7) | This option provided for vesting in 12 equal monthly installments commencing 8/31/2009. |
| (8) | Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment equal to the product of (a) the number of shares underlying such option, multiplied by (b) the excess of $50.00 over the exercise price of such option. |
| (9) | This option provided for vesting in 12 equal monthly installments commencing 8/31/2008. |
| (10) | This option provided for vesting in 12 equal monthly installments commencing 8/31/2007. |
| (11) | This option provided for vesting in 12 equal monthly installments commencing 8/31/2006. |
| (12) | This option provided for vesting in 12 equal monthly installments commencing 8/31/2005. |