Marvell Technology Form 4 MARVELL TECHNOLOGY / MATTHEW J MURPHY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MURPHY MATTHEW J

(Last) (First) (Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ]

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/15/2019		M		47,636	A	$0.00	407,595	I	By Trust(1)
Common Shares	07/15/2019		F(2)		25,081	D	$26.01	382,514	I	By Trust(1)
Common Shares	07/15/2019		M		11,598	A	$0.00	394,112	I	By Trust(1)
Common Shares	07/15/2019		F(2)		6,107	D	$26.01	388,005	I	By Trust(1)
Common Shares	07/15/2019		M		8,556	A	$0.00	396,561	I	By Trust(1)
Common Shares	07/15/2019		F(2)		4,505	D	$26.01	392,056	I	By Trust(1)
Common Shares	07/15/2019		A(7)		210,156	A	$0.00	602,212	I	By Trust(1)
Common Shares	07/15/2019		F(2)		110,648	D	$26.01	491,564	I	By Trust(1)
Common Shares	07/15/2019		A(8)		137,652	A	$0.00	629,216	I	By Trust(1)
Common Shares	07/15/2019		F(2)		72,474	D	$26.01	556,742	I	By Trust(1)
Common Shares	07/16/2019		S		15,000(9)	D	$25.805(10)	541,742	I	By Trust(3)
Common Shares	07/17/2019		S		250,000(11)	D	$26.0341(12)	291,742	I	By Trust(1)
Common Shares								1,755	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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	(3)	07/15/2019		M			47,636	(4)	(4)	Common Stock	47,636	$0.00	0	D
Restricted Stock Units	(3)	07/15/2019		M			11,598	(5)	(5)	Common Stock	11,598	$0.00	127,584	D
Restricted Stock Units	(3)	07/15/2019		M			8,556	(6)	(6)	Common Stock	8,556	$0.00	59,898	D

Explanation of Responses:

1. Shares held by Matthew and Laura Murphy as co-trustees of the Matthew and Laura Murphy Family Trust UTD 7/10/2007.

2. Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs").

3. Each RSU represented a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.

4. This grant is fully vested.

5. 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.

6. 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.

7. 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.

8. 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.

9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

10. 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.

11. The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

12. 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.

Remarks:

	Matthew Murphy by Blair Walters attorney-in-fact	07/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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