Statement of Changes in Beneficial Ownership (4)
July 17 2019 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
MURPHY MATTHEW J
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2. Issuer Name
and
Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD
[
MRVL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
5488 MARVELL LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2019
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(Street)
SANTA CLARA, CA 95054
(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)
_
X
_ Form filed by One Reporting Person
___ 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 Shares
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7/15/2019
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M
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47636
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A
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$0.00
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407595
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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F
(2)
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25081
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D
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$26.01
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382514
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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M
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11598
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A
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$0.00
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394112
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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F
(2)
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6107
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D
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$26.01
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388005
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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M
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8556
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A
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$0.00
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396561
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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F
(2)
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4505
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D
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$26.01
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392056
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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A
(7)
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210156
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A
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$0.00
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602212
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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F
(2)
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110648
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D
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$26.01
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491564
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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A
(8)
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137652
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A
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$0.00
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629216
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I
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By Trust
(1)
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Common Shares
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7/15/2019
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F
(2)
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72474
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D
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$26.01
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556742
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I
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By Trust
(1)
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Common Shares
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7/16/2019
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S
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15000
(9)
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D
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$25.805
(10)
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541742
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I
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By Trust
(3)
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Common Shares
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7/17/2019
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S
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250000
(11)
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D
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$26.0341
(12)
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291742
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I
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By Trust
(1)
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Common Shares
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1755
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D
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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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Restricted Stock Units
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(3)
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7/15/2019
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M
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47636
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(4)
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(4)
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Common Stock
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47636
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$0.00
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0
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D
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Restricted Stock Units
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(3)
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7/15/2019
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M
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11598
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(5)
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(5)
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Common Stock
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11598
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$0.00
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127584
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D
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Restricted Stock Units
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(3)
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7/15/2019
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M
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8556
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(6)
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(6)
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Common Stock
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8556
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$0.00
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59898
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D
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Explanation of Responses:
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(1)
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Shares held by Matthew and Laura Murphy as co-trustees of the Matthew and Laura Murphy Family Trust UTD 7/10/2007.
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(2)
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Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs").
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(3)
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Each RSU represented a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.
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(4)
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This grant is fully vested.
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(5)
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The remaining RSUs vest quarterly on each of 10/15/2019, 01/15/2020, 04/15/2020, 07/15/2020, 10/15/2020, 01/15/2021, 04/15/2021, 07/15/2021, 10/15/2021, 01/15/2022 and 04/15/2022.
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(6)
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The remaining RSUs vest quarterly on each of 10/15/2019, 01/15/2020, 04/15/2020, 07/15/2020, 10/15/2020, 01/15/2021, and 04/15/2021.
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(7)
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Mr. Murphy vested as to 105,078 shares at target and as to 105,078 shares above target pursuant to the terms of the PSU RSU grant made to Mr. Murphy on August 11, 2016.
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(8)
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Mr. Murphy vested as to 105,078 shares at target and as to 32,574 shares above target pursuant to the terms of the TSR RSU grant made to Mr. Murphy on August 11, 2016.
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(9)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(10)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.61 to $26.14, inclusive. The reporting person undertakes to provide Marvell, any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
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(11)
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The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(12)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.69 to $26.27, inclusive. The reporting person undertakes to provide Marvell, any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
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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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MURPHY MATTHEW J
5488 MARVELL LANE
SANTA CLARA, CA 95054
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X
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CEO and President
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Signatures
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Matthew Murphy by Blair Walters attorney-in-fact
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7/17/2019
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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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