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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 | ||||||||
| Performance Based Restricted Stock Units | $ 0 | 03/15/2018 | M | 2,500 (1) | (1) | 03/15/2019 | Ordinary Shares, no par value | 2,500 | $ 0 | 2,500 | D | ||||
| Performance Based Restricted Stock Units | $ 0 | 03/15/2018 | M | 2,500 (4) | (4) | 03/15/2020 | Ordinary Shares, no par value | 2,500 | $ 0 | 5,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Krause Thomas H. C/O AVAGO TECHNOLOGIES US INC. 1320 RIDDER PARK DRIVE SAN JOSE, CA 95131 |
Chief Financial Officer | |||
| /s/ Noelle Matteson, Attorney-in-Fact for Thomas H. Krause | 03/16/2018 | |
| **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) | Shares vested pursuant to a share price performance restricted share unit award (the "Performance RSU") granted pursuant to the Avago Technologies Limited 2009 Equity Incentive Award Plan ("2009 Avago Plan") on March 15, 2015. The Performance RSU is scheduled to vest over four years, with 25% vesting on each anniversary of the date of grant, such that the Performance RSU will be fully vested on March 15, 2019, subject to the Reporting Person's continued service through such date; and provided, however, that no portion of the Performance RSU may vest unless the average of the closing prices of the Issuer's ordinary shares (as reported on the stock exchange on which the shares are listed), over a twenty consecutive trading day period is equal to or greater than 120% of the fair market value of the Issuer's ordinary shares on the date of grant (the "Price Contingency"). On April 1, 2016, the Price Contingency was met, and on March 15, 2018, the third 25% of the Performance RSU vested. |
| (2) | Each Performance RSU represents the right to receive, at settlement, one ordinary share of the Issuer. This transaction represents the settlement of the Performance RSU in the Issuer's ordinary shares on the scheduled vesting date. |
| (3) | Includes 49,250 Restricted Share Units. |
| (4) | Performance RSU granted pursuant to the 2009 Avago Plan on March 15, 2016. The Performance RSU is scheduled to vest over four years, with 25% vesting on each anniversary of the date of grant, such that the Performance RSU will be fully vested on March 15, 2020, subject to the Reporting Person's continued service through such date; and provided, however, that no portion of the Performance RSU may vest unless the Price Contingency has been met. On January 5, 2017, the Price Contingency was met, and on March 15, 2018, the second 25% of the Performance RSU vested. |
| (5) | On March 15, 2018, the Compensation Committee of the Issuer determined that the number of ordinary shares vested for the first of four performance periods pursuant to a performance share unit award granted on March 15, 2017 under the 2009 Avago Plan upon the attainment of certain performance criteria based on the Issuer's compound annual total shareholder return relative to the S&P 500 Index. |