Weili Dai, Form 4 MARVELL TECHNOLOGY / Weili Dai, 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^*

Sutardja, Sehat

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016

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

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

	Form filed by One Reporting Person
X	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	12/05/2016		M		29,332	A	$6.84	3,498,227(1)	D
Common Shares	12/05/2016		S		29,332	D	$14.0257(2)	3,468,895(1)	D
Common Sahres	12/05/2016		M		300,000	A	$6.84	3,768,895(1)	D
Common Shares	12/05/2016		S		300,000	D	$14.0257(2)	3,468,895(1)	D
Common Shares	12/05/2016		M		200,000	A	$10.76	3,668,895(1)	D
Common Shares	12/05/2016		S		200,000	D	$14.0257	3,468,895(1)	D
Common Shares	12/05/2016		M		300,000	A	$10.76	3,768,895(1)	D
Common Shares	12/05/2016		S		300,000	D	$14.0266(3)	3,468,895(1)	D
Common Shares	12/05/2016		M		100,000	A	$12.92	3,568,895(1)	D
Common Shares	12/05/2016		S		100,000	D	$14.0266(3)	3,468,895(1)	D
Common Shares								18,253,334(1)	I	By Sutardja Family Partners(4)
Common Shares								43,514,448(1)	I	By SSWD LLC(5)

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
Employee Stock Option (Right to Buy)	$6.84	12/05/2016		M			29,332	(6)	12/08/2016	Common Shares	29,332	$0.00	0	D
Employee Stock Option (Right to Buy)	$6.84	12/05/2016		M			300,000	(6)	12/08/2016	Common Shares	300,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$10.76	12/05/2016		M			200,000	(7)	12/08/2016	Common Shares	200,000	$0.00	800,000(8)	D
Employee Stock Option (Right to Buy)	$10.76	12/05/2016		M			300,000	(7)	12/08/2016	Common Shares	300,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$12.92	12/05/2016		M			100,000	(9)	12/08/2016	Common Shares	100,000	$0.00	0	D

1. Name and Address of Reporting Person^*

Sutardja, Sehat

(Last) (First) (Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dai, Weili

(Last) (First) (Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

Explanation of Responses:

1. These securities are jointly owned by Ms. Weili Dai and Dr. Sehat Sutardja who are members of a "Group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Dr. Sutardja and Ms. Dai are husband and wife.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.115, inclusive. The reporting person undertakes to provide Marvell Technology Group Ltd. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.085, inclusive. The reporting person undertakes to provide Marvell Technology Group Ltd. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.

4. Ms. Dai and Dr. Sutardja are the general partners of The Sutardja Family Partners, a California family limited partnership.

5. Ms. Dai and Dr. Sutardja are the managing members of SSWD LLC, a Delaware limited liability company.

6. Option vests at the rate of 1/4th of the shares annually beginning on the first anniversary of December 15, 2008, the vesting commencement date.

7. Option vests at the rate of 1/4th of the shares annually beginning on the first anniversary of April 30, 2013, the vesting commencement date.

8. Dr. Sehat Sutardja is the husband of Ms. Weili Dai. Dr. Sutardja holds this option in his own name. Ms. Weili Dai may be deemed to be an indirect beneficial owner of this option.

9. Option vests at the rate of 1/4th of the shares annually beginning on the first anniversary of June 10, 2009, the vesting commencement date.

Remarks:

	Sehat Sutardja	12/07/2016
	Weili Dai	12/07/2016
	** Signature of Reporting Person	Date
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