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)
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2. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 Stock | 04/15/2023 | M | 2,320 | A | $0.00 | 71,284 | D | |||
Common Stock | 04/15/2023 | F(1) | 1,151 | D | $40.29 | 70,133 | D | |||
Common Stock | 04/15/2023 | M | 1,384 | A | $0.00 | 71,517 | D | |||
Common Stock | 04/15/2023 | F(1) | 687 | D | $40.29 | 70,830 | D | |||
Common Stock | 04/15/2023 | M | 1,312 | A | $0.00 | 72,142 | D | |||
Common Stock | 04/15/2023 | F(1) | 651 | D | $40.29 | 71,491 | D | |||
Common Stock | 04/15/2023 | M | 55,668 | A | $0.00 | 127,159 | D | |||
Common Stock | 04/15/2023 | F(1) | 27,601 | D | $40.29 | 99,558 | D | |||
Common Stock | 18,879 | I | By Trust(2) |
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 | ||||||||
Restricted Stock Units | (3) | 04/15/2023 | M | 2,320 | (4) | (4) | Common Stock | 2,320 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 04/15/2023 | M | 1,384 | (5) | (5) | Common Stock | 1,384 | $0.00 | 5,536 | D | ||||
Restricted Stock Units | (3) | 04/15/2023 | M | 1,312 | (6) | (6) | Common Stock | 1,312 | $0.00 | 10,498 | D | ||||
Restricted Stock Units | (3) | 04/15/2023 | M | 55,668 | (7) | (7) | Common Stock | 55,668 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 04/15/2023 | A | 31,398 | (8) | (8) | Common Stock | 31,398 | $0.00 | 31,398 | D |
Explanation of Responses: |
1. Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs"). |
2. Shares are held in a revocable trust. Dean and Megan Jarnac are trustees of the trust, of which their children are the beneficiaries. |
3. Each RSU represents a contingent right to receive one Marvell common share upon vesting. |
4. This award fully vested on April 15, 2023. |
5. The remaining RSUs will vest on 07/15/2023, 10/15/2023, 01/15/2024 and 04/15/2024. |
6. The remaining RSUs will vest on 07/15/2023, 10/15/2023, 01/15/2024, 04/15/2024, 07/15/2024, 10/15/2024, 01/15/2025 and 04/15/2025. |
7. This award is fully vested. Reflects the number of shares earned in respect of performance based RSUs granted on 04/15/2020. The achievement levels of the relative TSR performance metrics applicable to the award and the number of shares earned based on such results were certified on 04/14/2023. |
8. The RSUs will vest in equal quarterly installments over three years, and were granted as part of the annual grant process. |
Remarks: |
Executive Vice President, Worldwide Sales |
/s/ Dean E. Jarnac, Jr. by Blair Walters as attorney-in-fact | 04/18/2023 | |
** 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. |