Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-016670
Date:2021-04-20
Issuer: MARVELL TECHNOLOGY, INC. (MRVL)
Original Submission Date:

Reporting Person:

NGUYEN LOI
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 A 219,762 a $0.00 219,762 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 A 20,325 (a) common shares 20,325 $0.00 20,325 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date A 51,027 (a) common shares 51,027 $0.00 51,027 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date A 37,202 (a) common shares 37,202 $0.00 37,202 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date A 883 (a) common shares 883 $0.00 883 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date A 36,001 (a) common shares 36,001 $0.00 36,001 direct
RESTRICTED STOCK UNITS 0.0 2021-04-20 deemed execution date A 2,076 (a) common shares 2,076 $0.00 2,076 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 ("mti"), maui acquisition company ltd, a wholly owned subsidiary of mti ("bermuda merger sub"), indigo acquisition corp., a wholly owned subsidiary of mti ("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 mti (the "bermuda merger"), and delaware merger sub merged with and into inphi with inphi as the surviving corporation and a wholly owned subsidiary of mti (the "delaware merger" and, together with the bermuda merger, the "mergers").
f2 (continued from footnote 1) at the effective time of the delaware merger, each share of common stock of inphi, par value $0.001 per share ("inphi stock"), was automatically converted into the right to receive 2.323 shares of mti stock, par value $0.002 per share ("mti stock") and $66.00 in cash, without interest, plus cash in lieu of any fractional shares of mti stock (the "exchange ratio").
f3 pursuant to the merger agreement, at the effective time of the delaware merger, the inphi market value stock units ("inphi msu") became vested based on actual performance in accordance with the terms of the award agreement and were cancelled and extinguished. in addition, at the effective time of the delaware merger, the outstanding and vested inphi restricted stock units ("inphi rsus") that had not yet been settled in shares of inphi stock were cancelled and extinguished. the holder of each vested inphi msu and inphi rsu (collectively, the "inphi awards") became entitled to receive mti stock determined by multiplying the number of inphi awards by the exchange ratio, subject to applicable withholdings.
f4 each restricted stock unit represents a contingent right to receive one share of mti stock upon vesting. pursuant to the merger agreement, each of mr. nguyen's inphi rsus that were outstanding and unvested immediately prior to the delaware merger effective time was converted into that number of mti restricted stock units ("mti rsus") (rounded down to the nearest whole share) equal to the product of (i) the number of shares of inphi stock subject to such inphi rsu, multiplied by (ii) 3.6955. such mti rsus are subject to substantially the same terms and conditions as were applicable to such unvested inphi rsus prior to the delaware merger effective time.
f5 the restricted stock units vest on 4/19/2022.
f6 the restricted stock units vest on each of 4/24/2021, 4/24/2022 and 4/23/2023.
f7 the restricted stock units vest on each of 3/1/2022, 3/1/2023 and 3/1/2024.
f8 the restricted stock units vest on each 6/25/2021, 9/24/2021 and 12/24/2021.
f9 the restricted stock units vest on each of 6/1/2021, 9/1/2021, 12/1/2021, 3/1/2022, 6/1/2022, 9/1/2022, 12/1/2022, 3/1/2023, 6/1/2023, 9/1/2023, 12/1/2023, and 3/1/2024.
f10 the restricted stock units vest on each 6/25/2021, 9/24/2021 and 12/24/2021.
WhaleWisdom Logo

Elevate your investments