Statement of Changes in Beneficial Ownership (4)
April 20 2020 - 6:31AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Micallef Andrew |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO |
(Last)
(First)
(Middle)
5488 MARVELL LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2020 |
(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 | 4/15/2020 | | M | | 7412 | A | $0.00 | 87311 | D | |
Common Shares | 4/15/2020 | | F(1) | | 3675 | D | $25.15 | 83636 | D | |
Common Shares | 4/15/2020 | | M | | 1515 | A | $0.00 | 85151 | D | |
Common Shares | 4/15/2020 | | F(1) | | 752 | D | $25.15 | 84399 | D | |
Common Shares | 4/15/2020 | | M | | 2109 | A | $0.00 | 86508 | D | |
Common Shares | 4/15/2020 | | F(1) | | 1046 | D | $25.15 | 85462 | D | |
Common Shares | 4/15/2020 | | M | | 2812 | A | $0.00 | 88274 | D | |
Common Shares | 4/15/2020 | | F(1) | | 1395 | D | $25.15 | 86879 | D | |
Common Shares | 4/15/2020 | | M | | 25668 | A | $0.00 | 112547 | D | |
Common Shares | 4/15/2020 | | F(1) | | 12727 | D | $25.15 | 99820 | D | |
Common Shares | 4/15/2020 | | M | | 21423 | A | $0.00 | 121243 | D | |
Common Shares | 4/15/2020 | | F(1) | | 10622 | D | $25.15 | 110621 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | 4/15/2020 | | M | | | 7412 | (3) | (3) | Common Shares | 7412 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 4/15/2020 | | M | | | 1515 | (4) | (4) | Common Shares | 1515 | $0.00 | 6058 | D | |
Restricted Stock Units | (2) | 4/15/2020 | | M | | | 2109 | (5) | (5) | Common Shares | 2109 | $0.00 | 16871 | D | |
Restricted Stock Units | (2) | 4/15/2020 | | M | | | 2812 | (6) | (6) | Common Shares | 2812 | $0.00 | 2812 | D | |
Performance Based Restricted Stock Units | (2) | 4/15/2020 | | M | | | 25668 | (7) | (7) | Common Shares | 25668 | $0.00 | 0 | D | |
Performance Based Restricted Stock Units | (2) | 4/15/2020 | | M | | | 21423 (8) | (8) | (8) | Common Shares | 21423 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 4/15/2020 | | A | | 29822 | | (9) | (9) | Common Shares | 29822 | $0.00 | 29822 | D | |
Explanation of Responses: |
(1) | Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs"). |
(2) | Each RSU represents a contingent right to receive one Marvell Technology Group Ltd. common share upon vesting. |
(3) | This grant is fully vested. |
(4) | The remaining RSUs vest quarterly on each of 07/15/2020, 10/15/2020, 01/15/2021, and 04/15/2021. |
(5) | The remaining RSUs vest quarterly on each of 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. |
(6) | The RSUs vest over eighteen months in three equal installments, with the final installment on October 15, 2020. |
(7) | This grant is fully vested. |
(8) | This grant is fully vested. Reflects the number of shares earned in respect of performance based restricted stock units originally granted on April 15, 2017. The achievement levels of the relative TSR performance metrics applicable to the award and the number of shares earned based on such results were certified on April 15, 2020. |
(9) | The RSUs will vest in equal quarterly installments over three years, and were granted as part of the annual grant process. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Micallef Andrew 5488 MARVELL LANE SANTA CLARA, CA 95054 |
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| COO |
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Signatures
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/s/ Andrew Micallef by Blair Walters as Attorney-in-Fact | | 4/17/2020 |
**Signature of Reporting Person | Date |
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