0000899243-21-016461.txt : 20210420 0000899243-21-016461.hdr.sgml : 20210420 20210420201624 ACCESSION NUMBER: 0000899243-21-016461 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: Ogawa Richard CENTRAL INDEX KEY: 0001568078 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34942 FILM NUMBER: 21839231 MAIL ADDRESS: STREET 1: 2953 BUNKER HILL LANE STREET 2: SUITE 300 CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INPHI Corp CENTRAL INDEX KEY: 0001160958 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770557980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-636-2700 MAIL ADDRESS: STREET 1: 110 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: INPHI CORP DATE OF NAME CHANGE: 20011016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-20 1 0001160958 INPHI Corp IPHI 0001568078 Ogawa Richard 110 RIO ROBLES SAN JOSE CA 95134 0 1 0 0 General Counsel Common Stock 2021-04-20 4 A 0 20456 A 98448 D Common Stock 2021-04-20 4 D 0 56230 D 42218 D Common Stock 2021-04-20 4 D 0 42218 D 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 by and among Marvell Technology Group Ltd., a Bermuda exempted company ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation and a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"), and Inphi Corporation, a Delaware 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"), (continued from footnote 1) 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"). At the effective time of the Mergers, the restricted stock units that vest based on the per share market value of the shares of Inphi Common Stock (the "Inphi Common Stock") exceeding certain relative performance target levels (a "MVSU") were vested in full on April 20, 2020. The holder of such vested MVSUs became entitled to receive (subject to applicable withholding or other taxes) (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU, and (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU. Disposed pursuant to the Merger Agreement, whereby at the effective time of the Mergers, the outstanding Inphi Common Stock was automatically converted into the right to receive 2.323 shares of HoldCo Common Stock and $66.00 in cash, without interest (in addition to cash in lieu of fractional shares). Per the terms of the Merger Agreement, (a) 35,025RSUs that were outstanding and vested immediately prior to the effective time of the Mergers (including 26,397 RSUs that only vest subject to delivery of an effective release) were cancelled in exchange for (subject to applicable withholding or other taxes), (i) an amount of cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, and (b) 7,307 RSUs were forfeited. /s/ Ford Tamer, attorney-in-fact 2021-04-20