0000899243-21-016463.txt : 20210420 0000899243-21-016463.hdr.sgml : 20210420 20210420201812 ACCESSION NUMBER: 0000899243-21-016463 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: BRATHWAITE NICHOLAS CENTRAL INDEX KEY: 0001182401 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34942 FILM NUMBER: 21839233 MAIL ADDRESS: STREET 1: C/O POWER INTEGRATIONS STREET 2: 5245 HELLYER AVE CITY: SAN JOSE STATE: CA ZIP: 95138 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 0001182401 BRATHWAITE NICHOLAS 110 RIO ROBLES SAN JOSE CA 95134 1 0 0 0 Common Stock 2021-04-20 4 D 0 33684 D 1478 D Common Stock 2021-04-20 4 D 0 1478 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 shares of Inphi Common Stock (the "Inphi Common Stock") were disposed pursuant to the Merger Agreement, whereby the outstanding Inphi Common Stock were 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, 1,478 RSUs that were outstanding and vested immediately prior to the effective time of the Mergers 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, 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 RSU. /s/ Ford Tamer, attorney-in-fact 2021-04-20