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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MARVELL TECHNOLOGY GROUP LTD [ MRVL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/06/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 07/12/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/06/2018 | A | 697,698(1) | A | (1) | 697,698(2)(3) | D | |||
Common shares | 07/06/2018 | A | 78,325(4) | A | (4) | 78,325(3) | I | By family trusts(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock option (right to buy) | $9.33 | 07/06/2018 | A | 40,339 | 07/06/2018 | 03/22/2020 | Common shares | 40,339 | (6) | 40,339 | D | ||||
Stock option (right to buy) | $9.38 | 07/06/2018 | A | 100,848 | 07/06/2018 | 02/07/2021 | Common shares | 100,848 | (6) | 100,848 | D | ||||
Stock option (right to buy) | $15.58 | 07/06/2018 | A | 51,981 | (7) | 02/16/2022 | Common shares | 51,981 | (6) | 51,981 | D | ||||
Stock option (right to buy) | $12.12 | 07/06/2018 | A | 145,952 | (8) | 02/11/2023 | Common shares | 145,952 | (6) | 145,952 | D | ||||
Stock option (right to buy) | $16.31 | 07/06/2018 | A | 116,024 | (9) | 02/10/2024 | Common shares | 116,024 | (6) | 116,024 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 12,455(11) | (12) | (12) | Common shares | 12,455 | (13) | 12,454 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 18,887(14) | (15) | (15) | Common shares | 18,887 | (13) | 18,886 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 12,995(16) | (17) | (17) | Common shares | 12,995 | (13) | 12,995 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 41,106(18) | (15) | (15) | Common shares | 41,106 | (13) | 41,105 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 49,601(19) | (20) | (20) | Common shares | 49,601 | (13) | 49,601 | D | ||||
Restricted stock units | (10) | 07/06/2018 | A | 65,076(21) | (22) | (22) | Common shares | 65,076 | (13) | 65,075 | D |
Explanation of Responses: |
1. Received in exchange for 228,698 shares of Cavium, Inc. common stock in connection with the merger (the "Merger") of Cavium, Inc. into Marvell Technology Group Ltd. ("Marvell"). On the effective date of the Merger, the Reporting Person received the reported common shares of Marvell. |
2. Includes shares which were deemed to be beneficially held by the Reporting Person in connection with the Merger previously reported on Table II. |
3. Correction to number of shares beneficially held directly and indirectly in Table I as reported. |
4. Received in exchange for 36,000 shares of Cavium, Inc. common stock in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported common shares of Marvell. |
5. Held in trusts of which the Reporting Person is the trustee, for the benefit of members of his immediate family. |
6. Received in the Merger in exchange for employee stock options to acquire shares of Cavium, Inc. stock. |
7. 4,331 options shall become exercisable in equal monthly installments on the 16th of each month beginning 7/16/18 and ending 2/16/2019. |
8. 30,407 options shall become exercisable in equal monthly installments on the 11th of each month beginning 7/11/2018 and ending 2/11/2020. |
9. 38,675 options shall become exercisable in equal monthly installments on the 10th of each month beginning 7/10/2018 and ending 2/10/2021. |
10. Each restricted stock unit represents a contingent right to receive one Marvell common share upon vesting. |
11. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 12,455 Restricted Stock Units "RSUs". |
12. This award vests as to 100% of the shares on January 31, 2019. |
13. Received in the Merger in exchange for restricted stock units of Cavium, Inc. |
14. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 18,887 RSUs. |
15. This award vests as to 50% of the shares on each of January 31, 2019 and 2020. |
16. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 12,995 RSUs. |
17. This award vests as to 100% of the shares on January 31, 2019. |
18. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 41,106 RSUs. |
19. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 49,601 RSUs. |
20. This award vests as to 1/3 of the shares on each of January 31, 2019, 2020 and 2021. |
21. Received in exchange for restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger the Reporting Person acquired 65,076 RSUs. |
22. This award vests as of 25% of the shares on each of January 31, 2019, 2020, 2021 and 2022. |
Remarks: |
M. Raghib Hussain by Blair Walters as attorney-in-fact | 11/05/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |