0000899243-21-016422.txt : 20210420 0000899243-21-016422.hdr.sgml : 20210420 20210420174907 ACCESSION NUMBER: 0000899243-21-016422 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210420 FILED AS OF DATE: 20210420 DATE AS OF CHANGE: 20210420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buss Brad W CENTRAL INDEX KEY: 0001336664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30877 FILM NUMBER: 21838938 MAIL ADDRESS: STREET 1: 198 CHAMPION COURT CITY: SAN JOSE STATE: CA ZIP: 95134 ISSUER: 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: 0130 BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON HM 10 STATE: D0 ZIP: NA BUSINESS PHONE: 4412948096 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON HM 10 STATE: D0 ZIP: NA 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-20 1 0001058057 MARVELL TECHNOLOGY GROUP LTD N/A 0001336664 Buss Brad W 5488 MARVELL LANE SANTA CLARA CA 95054 1 0 0 0 Common Shares 2021-04-20 4 D 0 64218 D 0 D Restricted Stock Units 2021-04-20 4 D 0 6651 D Common Stock 6651 0 D 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"). (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"). 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. Vests 100% of shares on the earlier of the next annual general meeting of Marvell or the one year anniversary of the restricted stock unit grant. The restricted stock unit grant was made on July 23, 2020. /s/ Brad W. Buss, by Blair Walters as Attorney-in-Fact 2021-04-20