Marvell Technology (MRVL) Form 4 Marvell Technology / MATTHEW J MURPHY 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

MURPHY MATTHEW J

(Last) (First) (Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chair of Board, President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2023

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	07/15/2023		M		7,516	A	$0.00	968,641	I	By Trust(1)
Common Shares	07/15/2023		F(2)		3,247	D	$63.45	965,394	I	By Trust(1)
Common Shares	07/15/2023		M		6,150	A	$0.00	971,544	I	By Trust(1)
Common Shares	07/15/2023		F(2)		2,618	D	$63.45	968,926	I	By Trust(1)
Common Shares	07/15/2023		M		11,038	A	$0.00	979,964	I	By Trust(1)
Common Shares	07/15/2023		F(2)		4,719	D	$63.45	975,245	I	By Trust(1)
Common Shares	07/15/2023		S		30,000(3)	D	$64.13(4)	945,245	I	By Trust(1)

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	(5)	07/15/2023		M			7,516	(6)	(6)	Common Shares	7,516	$0.00	22,551	D
Restricted Stock Units	(5)	07/15/2023		M			6,150	(7)	(7)	Common Shares	6,150	$0.00	43,055	D
Restricted Stock Units	(5)	07/15/2023		M			11,038	(8)	(8)	Common Shares	11,038	$0.00	121,421	D

Explanation of Responses:

1. Shares held by Matthew and Laura Murphy as co-trustees of the Matthew and Laura Murphy Family Trust UTD 7/10/2007.

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

3. Sales were made pursuant to a 10b5-1 Plan dated September 2022 and modified on March 21, 2023.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.02 to $64.90, inclusive. The reporting person undertakes to provide Marvell Technology, Inc. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. Each RSU represents a contingent right to receive one Marvell Technology, Inc. common share upon vesting.

6. The remaining RSUs will vest on 10/15/2023, 01/15/2024 and 04/15/2024.

7. The remaining RSUs will vest on 10/15/2023, 01/15/2024, 04/15/2024, 07/15/2024, 10/15/2024, 01/15/2025 and 04/15/2025.

8. The remaining RSUs will vest on 10/15/2023, 01/15/2024, 04/15/2024, 07/15/2024, 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026 and 04/15/2026.

Remarks:

	Matthew Murphy by Blair Walters as Attorney-in-Fact	07/17/2023
	** 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.