0000899243-21-016431.txt : 20210420 0000899243-21-016431.hdr.sgml : 20210420 20210420175221 ACCESSION NUMBER: 0000899243-21-016431 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: Hussain Muhammad Raghib CENTRAL INDEX KEY: 0001680691 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30877 FILM NUMBER: 21838947 MAIL ADDRESS: STREET 1: 5488 MARVELL LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 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 0001680691 Hussain Muhammad Raghib 5488 MARVELL LANE SANTA CLARA CA 95054 0 1 0 0 See Remarks Common Shares 2021-04-20 4 D 0 759059 D 0 D Common Shares 2021-04-20 4 D 0 88081 D 0 I By Family Trusts Restricted Stock Units 2021-04-20 4 D 0 35540 D Common Shares 35540 0 D Restricted Stock Units 2021-04-20 4 D 0 16269 D Common Shares 16269 0 D Restricted Stock Units 2021-04-20 4 D 0 27415 D Common Shares 27415 0 D Restricted Stock Units 2021-04-20 4 D 0 55667 D Common Shares 55667 0 D Restricted Stock Units 2021-04-20 4 D 0 39668 D Common Shares 39668 0 D Performance Based Restricted Stock Units 2021-04-20 4 D 0 399644 D Common Shares 399644 0 D Stock option (right to buy) 9.33 2021-04-20 4 D 0 40339 D 2020-03-22 Common Shares 40339 0 D Stock option (right to buy) 9.38 2021-04-20 4 D 0 100848 D 2021-02-07 Common Shares 100848 0 D Stock option (right to buy) 15.58 2021-04-20 4 D 0 51981 D 2022-02-16 Common Shares 51981 0 D Stock option (right to buy) 12.12 2021-04-20 4 D 0 145952 D 2023-02-11 Common Shares 145952 0 D Stock option (right to buy) 16.31 2021-04-20 4 D 0 116024 D 2024-02-10 Common Shares 116024 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"). Held in trusts of which the Reporting Person is the trustee, for the benefit of members of his immediate family. 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. The restricted stock units vest on August 15, 2021. The restricted stock units vest on January 31, 2022. The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022. 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. 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. 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. Each stock option related to a Marvell Share was assumed by HoldCo pursuant to the Merger Agreement and converted into a stock option relating to a share of HoldCo Stock, on the same terms and conditions as the original award (including with respect to vesting and exercise price) that applied to stock option immediately prior to the Mergers. Stock option was fully vested and exercisable prior to the Mergers. President, Products and Technologies /s/ Muhammad Raghib Hussain, by Blair Walters as Attorney-in-Fact 2021-04-20