| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 Stock | 07/15/2024 | M | 3,075 | A | $0 | 209,637(1)(2) | D | |||
| Common Stock | 07/15/2024 | F(3) | 1,369 | D | $73.6 | 208,268 | D | |||
| Common Shares | 07/15/2024 | M | 5,519 | A | $0 | 213,787 | D | |||
| Common Shares | 07/15/2024 | F(3) | 2,535 | D | $73.6 | 211,252 | D | |||
| Common Stock | 07/15/2024 | M | 6,968 | A | $0 | 218,220 | D | |||
| Common Stock | 07/15/2024 | F(3) | 3,305 | D | $73.6 | 214,915 | 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 | (4) | 07/15/2024 | M | 3,075 | (5) | (5) | Common Stock | 3,075 | $0 | 9,226(2) | D | ||||
| Restricted Stock Units | (4) | 07/15/2024 | M | 5,519 | (6) | (6) | Common Stock | 5,519 | $0 | 49,673(2) | D | ||||
| Restricted Stock Units | (4) | 07/15/2024 | M | 6,968 | (7) | (7) | Common Stock | 6,968 | $0 | 76,656 | D | ||||
| Explanation of Responses: |
| 1. Total holdings includes 599 shares purchased on June 7, 2024 under the Company's Employee Stock Purchase Plan (ESPP). |
| 2. Since the date of the reporting person's last ownership report, he transferred to his ex-spouse pursuant to a domestic relations order: (i) 480,582 vested shares of Marvell common stock (which have been deducted from his aggregate holdings in column 5, table 1 of this Form 4), (ii) 45,416 unvested restricted stock units ("RSUs")(which have been deducted from his aggregate holdings in column 9, table 2 of this Form 4), (iii) 71,711 performance-based RSUs for which settlement has been deferred, and (iv) 94,194 unvested performance-based RSUs subject to a hurdle award. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse. |
| 3. Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs. |
| 4. Each RSU represents a contingent right to receive one Marvell common share upon vesting. |
| 5. The remaining RSUs will vest on 10/15/2024, 01/15/2025 and 04/15/2025. |
| 6. The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, and 04/15/2026. |
| 7. The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, 04/15/2026, 07/15/2026, 10/15/2026, 01/15/2027, and 04/15/2027. |
| Remarks: |
| /s/ Matthew J. Murphy by Blair Walters as attorney-in-fact | 07/16/2024 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||