Marvell Technology Form 4 MARVELL TECHNOLOGY / MITCHELL GAYNOR 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^*

GAYNOR MITCHELL

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CALO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2019

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	06/15/2019		M		9,528	A	$0.00	48,933(1)	D
Common Shares	06/15/2019		F(2)		4,724	D	$23.83	44,209	D
Common Shares	06/15/2019		M		8,932	A	$0.00	53,141	D
Common Shares	06/15/2019		F(2)		4,429	D	$23.83	48,712	D
Common Shares	06/15/2019		M		42,030	A	$0.00	90,742	D
Common Shares	06/15/2019		F(2)		20,839	D	$23.83	69,903	D
Common Shares	06/15/2019		M		27,529	A	$0.00	97,432	D
Common Shares	06/15/2019		F(2)		13,649	D	$23.83	83,783	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)	06/15/2019		M			9,528	(4)	(4)	Common Shares	9,528	$0.00	0	D
Restricted Stock Units	(3)	06/15/2019		M			8,932	(4)	(4)	Common Shares	8,932	$0.00	0	D
Performance Based Restricted Stock Units	(3)	06/15/2019		M			42,030	(5)	(5)	Common Shares	42,030	$0.00	0	D
Performance Based Restricted Stock Units	(3)	06/15/2019		M			27,529	(5)	(5)	Commn Shares	27,529	$0.00	0	D

Explanation of Responses:

1. Includes 1,629 shares acquired under the Marvell 2000 Employee Stock Purchase Plan on June 7, 2019, in an exempt transaction under Rule 16b-3(c) of the Securities Exchange Act of 1934.

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

3. Each restricted stock unit represents a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.

4. These RSUs vested as to 100% of the shares on June 15, 2019.

5. These restricted stock units ("RSUs") were subject to performance criteria that have been satisfied. These RSUs vest on June 15, 2019.

Remarks:

	Mitchell Gaynor by Blair Walters as Attorney-in-Fact	06/18/2019
	** 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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