FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hussain Muhammad Raghib
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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP Chief Strategy Officer
(Last)          (First)          (Middle)

C/O 5488 MARVELL LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2018
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/6/2018     A    497578   (1) A   (1) 497578   D    
Common shares   7/6/2018     A    78325   (2) A   (2) 575903   I   By family trusts   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   7/6/2018     A      40339       7/6/2018   3/22/2020   Common shares   40339     (4) 40339   D    
Stock option (right to buy)   $9.38   7/6/2018     A      100848       7/6/2018   2/7/2021   Common shares   100848     (4) 100848   D    
Stock option (right to buy)   $15.58   7/6/2018     A      51981         (5) 2/16/2022   Common shares   51981     (4) 51981   D    
Stock option (right to buy)   $12.12   7/6/2018     A      145952         (6) 2/11/2023   Common shares   145952     (4) 145952   D    
Stock option (right to buy)   $16.31   7/6/2018     A      116024         (7) 2/10/2024   Common shares   116024     (4) 116024   D    
Restricted stock units     (8) 7/6/2018     A      24909   (9)        (10)   (10) Common shares   24909     (11) 24909   D    
Restricted stock units     (8) 7/6/2018     A      37773   (12)        (10)   (10) Common shares   37773     (11) 37773   D    
Restricted stock units     (8) 7/6/2018     A      25990   (13)        (14)   (14) Common shares   25990     (11) 25990   D    
Restricted stock units     (8) 7/6/2018     A      82211   (15)        (16)   (16) Common shares   82211     (11) 82211   D    
Restricted stock units     (8) 7/6/2018     A      99202   (17)        (18)   (18) Common shares   99202     (11) 99202   D    
Restricted stock units     (8) 7/6/2018     A      130151   (19)        (20)   (20) Common shares   130151     (11) 130151   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)  Received in exchange for 36,000 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.
(3)  Held in trusts of which the Reporting Person is the trustee, for the benefit of members of his immediate family.
(4)  Received in the Merger in exchange for employee stock options to acquire shares of Cavium, Inc. stock.
(5)  Exercisable in equal monthly installments on the 16th of each month beginning 7/16/18 and ending 2/16/2019.
(6)  Exercisable in equal monthly installments on the 11th of each month beginning 7/11/2018 and ending 2/11/2020.
(7)  Exercisable in equal monthly installments on the 10th of each month beginning 7/10/2018 and ending 2/10/2021.
(8)  Each restricted stock unit represents a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.
(9)  Received in exchange for 6,175 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(10)  This award vests as to 100% of the shares on January 31, 2019.
(11)  Received in the Merger in exchange for restricted stock units of Cavium, Inc.
(12)  Received in exchange for 9,364 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(13)  Received in exchange for 6,443 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(14)  This award vests as to 100% of the shares on January 31, 2019.
(15)  Received in exchange for 20,380 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(16)  This award vests as to 50% of the shares on each of January 31, 2019 and 2020.
(17)  Received in exchange for 24,592 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(18)  This awards vests as to 1/3 of the shares on each of January 31, 2019, 2020 and 2021.
(19)  Received in exchange for 32,264 restricted stock units of Cavium, Inc. in connection with the Merger. On the effective date of the Merger, the Reporting Person received the reported restricted stock units of Marvell.
(20)  This award vests as of 25% of the shares on each of January 31, 2019, 2020, 2021 and 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hussain Muhammad Raghib
C/O 5488 MARVELL LANE
SANTA CLARA, CA 95054


EVP Chief Strategy Officer

Signatures
M. Raghib Hussain by Mary Ahern as attorney in fact 7/12/2018
** 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 control number.
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