Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-016424
Date:2021-04-20
Issuer: MARVELL TECHNOLOGY GROUP LTD (N/A)
Original Submission Date:

Reporting Person:

HU JEAN X.
5488 MARVELL LANE
SANTA CLARA, CA 95054

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON SHARES 2021-04-20 D 96,681 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date D 15,465 (d) common shares 15,465 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date D 31,810 (d) common shares 31,810 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date D 29,521 (d) common shares 29,521 $0.00 0 direct
PERFORMANCE BASED RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date D 204,262 (d) common shares 204,262 $0.00 0 direct
Footnotes
IDfootnote
f1 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 ("holdco"), maui acquisition company ltd, a wholly owned subsidiary of holdco ("bermuda merger sub"), indigo acquisition corp., a wholly owned subsidiary of holdco ("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 holdco (the "bermuda merger"), and delaware merger sub merged with and into inphi with inphi as the surviving corporation and a wholly owned subsidiary of holdco (the "delaware merger" and, together with the bermuda merger, the "mergers").
f2 (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 holdco common stock, par value $0.002 per share ("holdco stock").
f3 each restricted stock unit represents 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 holdco pursuant to the merger agreement and converted into a restricted stock unit relating to a share of holdco 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 relate to holdco instead of marvell.
f4 the restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022.
f5 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.
f6 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.
f7 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.
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