Schedule 13G Amendment No. 5

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQ2/SWTtha1GpVdxrf4Bbf2hRj61VCXIfm7V+Iyw+iiFeLg/PeuaTh45hQK2ug5/ WjCDROriO0QY1KNNKRkqmg== 0001193125-09-029561.txt : 20090217 0001193125-09-029561.hdr.sgml : 20090216 20090213195527 ACCESSION NUMBER: 0001193125-09-029561 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: WEILI DAI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARVELL TECHNOLOGY GROUP LTD CENTRAL INDEX KEY: 0001058057 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770481679 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60245 FILM NUMBER: 09606438 BUSINESS ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON HM 12 STATE: D0 BUSINESS PHONE: 4412966395 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sutardja, Sehat CENTRAL INDEX KEY: 0001134141 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: MARVELL SMICONDUCTOR INC STREET 2: 645 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: (408) 222-2500 MAIL ADDRESS: STREET 1: MARVELL SEMICONDUCTOR, INC. STREET 2: 5488 MARVELL LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: Sehat Sutardja & Weili Dai DATE OF NAME CHANGE: 20050310 FORMER COMPANY: FORMER CONFORMED NAME: SUTARDJA SEHAT DATE OF NAME CHANGE: 20010208 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 5 Schedule 13G Amendment No. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Marvell Technology Group Ltd.

(Name of Issuer)

Common shares, par value $0.002 per share

(Title of Class of Securities)

G 5876H105

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

Page 1 of 6

CUSIP No. G 5876H105


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Dr. Sehat Sutardja
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 0 shares
		6. Shared Voting Power 66,903,343 shares*
		7. Sole Dispositive Power 0 shares
		8. Shared Dispositive Power 66,903,343 shares*


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 66,903,343 shares*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 10.8%
12.	Type of Reporting Person (See Instructions) IN

Shares may be deemed beneficially owned by Dr. Sehat Sutardja and include (i) 18,253,334 shares owned by The Sutardja Family Partners, a California family limited partnership, of which Dr. Sehat Sutardja and Ms. Dai are the general partners and share voting and dispositive power, and (ii) 1,672,692 shares issuable pursuant to stock options exercisable on March 1, 2009, held by Dr. Sehat Sutardja. Dr. Sehat Sutardja and Ms. Dai are married to each other and live in California, a community property state. As such, each may be deemed to be the beneficial owner (with voting and investment power) with respect to all of the outstanding shares held.

Page 2 of 6

CUSIP No. G 5876H105


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Weili Dai
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 0 shares
		6. Shared Voting Power 66,903,343 shares*
		7. Sole Dispositive Power 0 shares
		8. Shared Dispositive Power 66,903,343 shares*


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 66,903,343 shares*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 10.8%
12.	Type of Reporting Person (See Instructions) IN

Shares may be deemed beneficially owned by Ms. Dai and include (i) 18,253,334 shares owned by The Sutardja Family Partners, a California family limited partnership, of which Dr. Sehat Sutardja and Ms. Dai are the general partners and share voting and dispositive power, and (ii) 1,672,692 shares issuable pursuant to stock options exercisable on March 1, 2009, held by Dr. Sehat Sutardja. Dr. Sehat Sutardja and Ms. Dai are married to each other and live in California, a community property state. As such, each may be deemed to be the beneficial owner (with voting and investment power) with respect to all of the outstanding shares held.

Page 3 of 6

Item 1.

(a)

Name of Issuer

Marvell Technology Group Ltd.

(b)

Address of Issuer’s Principal Executive Offices

Marvell Technology Group Ltd.

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Item 2.

(a)

Name of Person Filing

Dr. Sehat Sutardja

(b)

Address of Principal Business Office or, if none, Residence

Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, CA 95054

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common shares, par value $0.002 per share

(e)

CUSIP Number

G 5876H105

(a)

Name of Person Filing

Weili Dai

(b)

Address of Principal Business Office or, if none, Residence

Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, CA 95054

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common shares, par value $0.002 per share

(e)

CUSIP Number

G 5876H105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Page 4 of 6

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1*.

(a)

Amount beneficially owned:

66,903,343 shares**

(b)

Percent of class:

10.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0 shares

(ii)

Shared power to vote or to direct the vote

66,903,343 shares*

(iii)

Sole power to dispose or to direct the disposition of

0 shares

(iv)

Shared power to dispose or to direct the disposition of

66,903,343 shares*

*	Dr. Sehat Sutardja and Ms. Dai are married to each other and live in California, a community property state. As such, each may be deemed to be the beneficial owner (with voting and investment power) with respect to all of the outstanding shares held.

Shares may be deemed beneficially owned by each of the Reporting Persons and include (i) 18,253,334 shares owned by The Sutardja Family Partners, a California family limited partnership, of which Dr. Sehat Sutardja and Ms. Dai are the general partners and share voting and dispositive power, and (ii) 1,672,692 shares issuable pursuant to stock options exercisable on or March 1, 2009, held by Dr. Sehat Sutardja.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Page 5 of 6

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2009

Date

/s/ Dr. Sehat Sutardja

Signature

Dr. Sehat Sutardja

Name/Title

February 13, 2009

Date

/s/ Weili Dai

Signature

Weili Dai

Name/Title

Page 6 of 6

Exhibit Index


Exhibit		Description

99.1		Agreement of Joint Filing dated as of February 13, 2009.

EX-99.1 2 dex991.htm AGREEMENT OF JOINT FILING DATED AS OF FEBRUARY 12, 2009 Agreement of Joint Filing dated as of February 12, 2009

Exhibit 99.1

Agreement of Joint Filing

Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the Schedule 13G to which this Exhibit is attached is filed on behalf of each of them.

Dated: February 13, 2009.


By		/s/ Weili Dai
		Weili Dai

By		/s/ Dr. Sehat Sutardja
		Dr. Sehat Sutardja

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