Statement of Changes in Beneficial Ownership (4)
07 Novembre 2018 - 10:34PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
CAREAL PROPERTY GROUP AG
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2. Issuer Name
and
Ticker or Trading Symbol
CA, INC.
[
CA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
UTOQUAI 49
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2018
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(Street)
ZURICH, V8 8022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.10 per share
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11/5/2018
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J
(1)
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65513380
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D
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(1)
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0
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D
(2)
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Common Stock, par value $0.10 per share
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11/5/2018
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J
(1)
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38300000
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D
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(1)
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0
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On November 5, 2018, Broadcom Inc., a Delaware corporation ("Broadcom"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Broadcom and Collie Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Broadcom ("Merger Sub"), dated as of July 11, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Broadcom (the "Merger"). At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $44.50 in cash.
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(2)
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Reflects securities held directly by Careal Property Group (formerly known as Careal Holding AG) ("Careal"). Each of BigPoint Holding AG ("BigPoint"), a company wholly owned by Martin Haefner, and moyreal holding ag, a company wholly owned by Eva Maria Bucher-Haefner, owns 50% of the shares of Careal.
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(3)
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Reflects securities held directly by BigPoint.
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Remarks:
Each of the Reporting Persons may be deemed to beneficially own the shares of Company Stock reported herein, but each (other than to the extent of its, his or her direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CAREAL PROPERTY GROUP AG
UTOQUAI 49
ZURICH, V8 8022
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X
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Haefner Martin
UTOQUAI 49
ZURICH, V8 8022
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X
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Bucher-Haefner Eva Maria
UTOQUAI 49
ZURICH, V8 8022
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X
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Signatures
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CAREAL PROPERTY GROUP AG By: Martin Haefner, Chairman and President By:/s/ Claude Lambert, attorney-in-fact
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11/7/2018
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**
Signature of Reporting Person
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Date
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MARTIN HAEFNER By:/s/ Claude Lambert, attorney-in-fact
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11/7/2018
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**
Signature of Reporting Person
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Date
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EVA MARIA BUCHER-HAEFNER By:/s/ Claude Lambert, attorney-in-fact
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11/7/2018
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**
Signature of Reporting Person
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Date
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BIGPOINT HOLDING AG By:/s/ Claude Lambert, attorney-in-fact
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11/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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