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Form 4 MARVELL TECHNOLOGY GROUP For: Apr 01 Filed by: Wu Zining

April 3, 2015 4:31 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
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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 *
Wu Zining

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CTO
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)
X Form filed by One Reporting Person
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   21,392 A (1) 83,160 (2) D  
Common Shares 04/01/2015   F (3)   8,040 D $ 14.97 75,120 D  
Common Shares 04/01/2015   M   32,286 A (4) 107,406 D  
Common Shares 04/01/2015   F (3)   12,134 D $ 14.97 95,272 D  
Common Shares 04/01/2015   M   5,000 A (1) 100,272 D  
Common Shares 04/01/2015   F (3)   1,891 D $ 14.97 98,381 D  
Common Shares 04/01/2015   M   8,125 A (1) 106,506 D  
Common Shares 04/01/2015   F (3)   3,042 D $ 14.97 103,464 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 (Right to Acquire) (1) 04/01/2015   M     21,392   (5) 04/01/2015 Common Shares 21,392 $ 0 0 D  
Performance Award (Right to Acquire) (4) 04/01/2015   M     32,286   (6) 04/01/2015 Common Shares 32,286 $ 0 0 D  
Restricted Stock Units (Right to Acquire) (1) 04/01/2015   M     5,000   (7) 04/01/2015 Common Shares 5,000 $ 0 0 D  
Restricted Stock Units (Right to Acquire) (1) 04/01/2015   M     8,125   (8) 04/01/2016 Common Shares 8,125 $ 0 8,125 D  
Explanation of Responses:
1. Each restricted stock unit ("RSU") represented a contingent right to receive one Marvell common share.
2. Includes 2,800 and 97 shares acquired under the Marvell 2000 Employee Stock Purchase Plan on June 6, 2014 and December 5, 2014, respectively, in an exempt transaction per transaction code A, as well as under Rule 16b-3(c).
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. 21,392 shares granted pursuant to a performance-based RSU award were vested and released to Mr. Zining Wu effective April 1, 2015.
6. 32,286 shares granted pursuant to a performance award were vested and released to Mr. Wu effective April 1, 2015.
7. 5,000 shares granted pursuant to a service-based RSU award were vested and released to Mr. Wu effective April 1, 2015. This grant vested in four equal annual installments beginning on the first anniversary of April 1, 2011, the vesting commencement date.
8. 8,125 shares granted pursuant to a service-based RSU award were vested and released to Mr. Wu 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.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Tom Savage as Attorney-in-Fact 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.
                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Tom Savage the
undersigned's true and lawful attorney-in-fact to:

        (1)     Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or ten percent beneficial
owner of Marvell Technology Group Ltd. (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

        (2)     Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and

        (3)     Take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of March 2015.


Signature      /s/ Zining Wu
               -------------------------

Print Name     Zining Wu
               -------------------------


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