Form 4 Marvell Technology, Inc. For: Apr 14 Filed by: GAYNOR MITCHELL

May 17, 2022 7:53 PM EDT

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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 *
GAYNOR MITCHELL

(Last) (First) (Middle)
5488 MARVELL LANE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CALO
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2022
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 Stock 04/14/2022   S   5,000 (1) D $ 63.61 94,531 D  
Common Stock 04/15/2022   M   63,266 A $ 0 157,797 D  
Common Stock 04/15/2022   F (2)   31,368 D $ 60.97 126,429 D  
Common Stock 04/15/2022   M   2,637 A $ 0 129,066 D  
Common Stock 04/15/2022   F   1,308 D $ 60.97 127,758 D  
Common Stock 04/15/2022   M   2,817 A $ 0 130,575 D  
Common Stock 04/15/2022   F (2)   1,397 D $ 60.97 129,178 D  
Common Stock 04/15/2022   M   1,614 A $ 0 130,792 D  
Common Stock 04/15/2022   F (2)   801 D $ 60.97 129,991 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 (3) 04/15/2022   M     63,266   (4)   (4) Common Stock 63,266 $ 0 0 D  
Restricted Stock Units (3) 04/15/2022   M     2,637   (5)   (5) Common Stock 2,637 $ 0 0 D  
Restricted Stock Units (3) 04/15/2022   M     2,817   (6)   (6) Common Stock 2,817 $ 0 11,266 D  
Restricted Stock Units (3) 04/15/2022   M     1,614   (7)   (7) Common Stock 1,614 $ 0 12,916 D  
Restricted Stock Units (3) 04/15/2022   A   15,090     (8)   (8) Common Stock 15,090 $ 0 15,090 D  
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reported person.
2. Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs").
3. Each restricted stock unit represents a contingent right to receive one Marvell Technology, Inc. common share upon vesting.
4. This grant is fully vested. Reflects the number of shares earned in respect of performance based restricted stock units granted on 04/15/2019. The achievement levels of the relative TSR performance metrics applicable to the award and the number of shares earned based on such results were certified on 04/15/2022.
5. This award fully vested on April 15, 2022.
6. The remaining RSUs will vest on 07/15/2022, 10/15/22, 01/15/2023 and 04/15/2023.
7. The remaining RSUs will vest on 07/15/2022, 10/15/22, 01/15/2023, 04/15/2023, 07/15/2023, 10/15/2023, 01/15/2024 and 04/15/2024.
8. The Restricted Stock Units (RSUs) will vest in equal quarterly installments over three years, and were granted as part of the annual grant process.
Mitchell Gaynor by Blair Walters as Attorney-in-Fact 04/18/2022
** 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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