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
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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*
Wu Zining

(Last) (First) (Middle)
5488 MARVELL LANE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
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)
CTO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2014
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 04/01/2014 M 3,750 A (1) 59,501 D
Common shares 04/01/2014 F (2) 1,410 D $16.205 58,091 D
Common shares 04/01/2014 M 5,000 A (1) 63,091 D
Common shares 04/01/2014 F (2) 1,880 D $16.205 61,211 D
Common shares 04/01/2014 M 8,125 A (1) 69,336 D
Common shares 04/01/2014 F (2) 3,054 D $16.205 66,282 D
Common shares 04/01/2014 M 16,000 A (1) 82,282 D
Common shares 04/01/2014 F (2) 6,013 D $16.205 76,269 D
Common Shares 04/02/2014 S 17,398 D $16.2346 (3) 58,871 D
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 (Right to Acquire) (1) 04/01/2014 M 3,750 (4) 04/01/2014 Common Shares 3,750 $0.00 15,000 D
Restricted stock units (Right to Acquire) (1) 04/01/2014 M 5,000 (5) 04/01/2015 Common Shares 5,000 $0.00 15,000 D
Restricted stock units (Right to Acquire) (1) 04/01/2014 M 8,125 (6) 04/01/2016 Common Shares 8,125 $0.00 16,250 D
Restricted stock units (Right to Acquire) (1) 04/01/2014 M 16,000 (7) 04/01/2014 Common Shares 16,000 $0.00 16,000 D
Explanation of Responses:
1. Each restricted stock unit represented a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.
2. Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.23 to $16.245, inclusive. The reporting person undertakes to provide 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 ranges set forth in this footnote 3 to this Form 4.
4. 3,750 shares granted pursuant to a service-based RSU award for up to 15,000 shares were vested and released to Mr. Wu effective April 1, 2014. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2010, the vesting commencement date.
5. 5,000 shares granted pursuant to a service-based RSU award for up to 20,000 shares were vested and released to Mr. Wu effective April 1, 2014. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2011, the vesting commencement date.
6. 8,125 shares granted pursuant to a service-based RSU award for up to 32,500 shares were vested and released to Mr. Wu effective April 1, 2014. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2012, the vesting commencement date.
7. 16,000 shares granted pursuant to a service-based RSU award for up to 16,000 shares were vested and released to Mr. Wu effective April 1, 2014. This grant fully vests on the first anniversary of April 1, 2013, the vesting commencement date.
Remarks:
/s/ Zining Wu 04/02/2014
** 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).
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