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Form 4 MARVELL TECHNOLOGY GROUP For: Apr 01 Filed by: Dai, Weili

April 3, 2015 4:35 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Sutardja, Sehat
(Last) (First) (Middle)
5488 MARVELL LANE
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 Shares 04/01/2015   M   169,717 A (1) 46,885,840 (2) D  
Common Shares 04/01/2015   F (3)   86,106 D $ 14.97 46,799,734 (2) D  
Common Shares 04/01/2015   M   59,500 A (4) 46,859,234 (2) D  
Common Shares 04/01/2015   F (3)   31,048 D $ 14.97 46,828,186 (2) D  
Common Shares 04/01/2015   M   50,000 A (1) 46,878,186 (2) D  
Common Shares 04/01/2015   F (3)   18,790 D $ 14.97 46,859,396 (2) D  
Common Shares 04/01/2015   M   95,078 A (1) 46,954,474 (2) D  
Common Shares 04/01/2015   F (3)   42,780 D $ 14.97 46,911,694 (2) D  
Common Shares 04/01/2015   M   32,834 A (4) 46,944,528 (2) D  
Common Shares 04/01/2015   F (3)   17,133 D $ 14.97 46,927,395 (2) D  
Common Shares 04/01/2015   M   20,000 A (1) 46,947,395 (2) D  
Common Shares 04/01/2015   F (3)   7,487 D $ 14.97 46,939,908 (2) D  
Common shares               18,253,334 I By Sutardja Family Partners (5)
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 (Right to Acquire) (1) 04/01/2015   M     169,717   (6) 04/01/2015 Common Shares 169,717 $ 0 0 D  
Performance Award (Right to Acquire) (4) 04/01/2015   M     59,500   (7) 04/01/2015 Common Shares 59,500 $ 0 0 D  
Restricted Stock Units (Right to Acquire) (1) 04/01/2015   M     50,000   (8) 04/01/2016 Common Shares 50,000 $ 0 50,000 D  
Restricted Stock Units (Right to Acquire) (1) 04/01/2015   M     95,078   (9) 04/01/2015 Common Shares 95,078 $ 0 0 D  
Performance Award (Right to Acquire) (4) 04/01/2015   M     32,834   (10) 04/01/2015 Common Shares 32,834 $ 0 0 D  
Restricted Stock Units (Right to Acquire) (1) 04/01/2015   M     20,000   (11) 04/01/2016 Common Shares 20,000 $ 0 20,000 D  
Explanation of Responses:
1. Each restricted stock unit ("RSU") represented a contingent right to receive one Marvell common share.
2. These securities are jointly owned by Ms. Weili Dai and Dr. Sehat Sutardja who are members of a "Group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Dr. Sutardja and Ms. Dai are husband and wife.
3. Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs or performance award (as applicable).
4. Each performance award represented a contingent right to receive one Marvell common share.
5. Ms. Dai and Dr. Sutardja are the general partners of The Sutardja Family Partners, a California family limited partnership.
6. 169,717 shares granted pursuant to a performance-based RSU award were vested and released to Dr. Sutardja effective April 1, 2015.
7. 59,500 shares granted pursuant to a performance award were vested and released to Dr. Sutardja effective April 1, 2015.
8. 50,000 shares granted pursuant to a service-based RSU award were vested and released to Dr. Sutardja effective April 1, 2015. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2012, the vesting commencement date.
9. 95,078 shares granted pursuant to a performance-based RSU award were vested and released to Ms. Dai effective April 1, 2015.
10. 32,834 shares granted pursuant to a performance award were vested and released to Ms. Dai effective April 1, 2015.
11. 20,000 shares granted pursuant to a service-based RSU award were vested and released to Ms. Dai effective April 1, 2015. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2012, the vesting commencement date.
/s/ Sehat Sutardja 04/03/2015
** Signature of Reporting Person Date
/s/ Weili Dai 04/03/2015
** 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.

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