Hussain Muhammad Raghib Form 3 Marvell Technology / Muhammad Raghib Hussain ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Hussain Muhammad Raghib

(Last)

(First)

(Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021

3. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Products & Tech

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	759,059⁽¹⁾⁽²⁾	D
Common Stock	88,081⁽¹⁾⁽²⁾	I	By Family Trusts⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	35,540	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	16,269	⁽⁵⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	27,415	⁽⁵⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	55,667	⁽⁵⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	39,668	⁽⁵⁾	D
Performance Based Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	399,644	⁽⁵⁾⁽¹⁰⁾	D
Stock option (right to buy)	⁽¹¹⁾	02/16/2022⁽¹¹⁾	Common Stock	51,981	15.58⁽¹²⁾	D
Stock option (right to buy)	⁽¹¹⁾	02/11/2023⁽¹¹⁾	Common Stock	145,952	12.12⁽¹²⁾	D
Stock option (right to buy)	⁽¹¹⁾	02/10/2024⁽¹¹⁾	Common Stock	116,024	16.31⁽¹²⁾	D

Explanation of Responses:

1. On April 20, 2021, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("MTI"), Maui Acquisition Company Ltd, a wholly owned subsidiary of MTI ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of MTI ("Delaware Merger Sub"), and Inphi Corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of MTI (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of MTI (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers").

2. (Continued From Footnote 1) At the effective time of the Bermuda Merger, each common share of Marvell, par value $0.002 per share ("Marvell Share"), was automatically converted into the right to receive one share of MTI common stock, par value $0.002 per share ("MTI Stock").

3. Held in trusts of which the Reporting Person is the trustee, for the benefit of members of his immediate family.

4. The restricted stock units vest on August 15, 2021.

5. Each restricted stock unit previously represented a contingent right to receive one Marvell Share upon vesting. At the effective time of the Bermuda Merger, each restricted stock unit related to a Marvell Share was assumed by MTI pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of MTI Stock, on the same terms and conditions as the original award (including with respect to vesting) that applied to such restricted stock unit immediately prior to the Mergers, except that, for the performance-based restricted stock units, the performance measures will now relate to MTI instead of Marvell.

6. The restricted stock units vest on January 31, 2022.

7. The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022.

8. The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022, 4/15/2022, 7/15/2022, 10/15/2022, 1/15/2023 and 4/15/2023.

9. The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022, 4/15/2022, 7/15/2022, 10/15/2022, 1/15/2023, 4/15/2023, 7/15/2023, 10/15/2023, 1/15/2024, and 4/15/2024.

10. Value Creation Award that has been designed to provide a strong incentive to create a substantial increase in shareholder value. Vesting of these performance-based restricted stock units is dependent upon a significant increase in Marvell's stock price. The performance condition will be satisfied once Marvell's average stock price equals or exceeds $40.00 per share for 100 calendar days prior to the fourth anniversary of the date of grant ("Performance Condition"). The shares vest one year after the date the Performance Condition is satisfied. In the event of a change in control, the Performance Condition may be deemed partially satisfied depending on the value received in the transaction.

11. Stock option was fully vested and exercisable prior to the Mergers.

12. Each stock option previously related to a Marvell Share was assumed by MTI pursuant to the Merger Agreement and converted into a stock option relating to a share of MTI Stock, on the same terms and conditions as the original award (including with respect to vesting and exercise price) that applied to stock option immediately prior to the Mergers.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Muhammad Raghib Hussain, by Blair Walters as Attorney-in-Fact	04/21/2021
	** 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 5 (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).
Note: 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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Hussain Muhammad Raghib Form 3Marvell Technology / Muhammad Raghib Hussain ownership change