SEC FORM 4

SEC Form 4

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
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^*

MURPHY MATTHEW J

(Last)

(First)

(Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA

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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/15/2021		S		7,500⁽¹⁾	D	$48.66⁽²⁾	267,328	I	By Trust⁽³⁾
Common Shares	04/16/2021		S		51,101⁽¹⁾	D	$47.96⁽⁴⁾	216,227	I	By Trust⁽³⁾
Common Shares	04/16/2021		S		18,623⁽¹⁾	D	$48.51⁽⁵⁾	197,604	I	By Trust
Common Shares	04/15/2021		M		14,911	A	$0.00	212,515	I	By Trust⁽³⁾
Common Shares	04/15/2021		F⁽⁶⁾		6,045	D	$48.78	206,470	I	By Trust⁽³⁾
Common Shares	04/15/2021		M		8,557	A	$0.00	215,027	I	By Trust⁽³⁾
Common Shares	04/15/2021		F⁽⁶⁾		4,075	D	$48.78	210,952	I	By Trust⁽³⁾
Common Shares	04/15/2021		M		11,599	A	$0.00	222,551	I	By Trust⁽³⁾
Common Shares	04/15/2021		F⁽⁶⁾		5,298	D	$48.78	217,253	I	By Trust⁽³⁾
Common Shares	04/15/2021		M		95,602	A	$0.00	312,855	I	By Trust⁽³⁾
Common Shares	04/15/2021		F⁽⁶⁾		45,527	D	$48.78	267,328	I	By Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	04/15/2021		M			14,911	⁽⁸⁾	⁽⁸⁾	Common Shares	14,911	$0.00	119,285	D
Restricted Stock Units	⁽⁷⁾	04/15/2021		M			8,557	⁽⁹⁾	⁽⁹⁾	Common Shares	8,557	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	04/15/2021		M			11,599	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	11,599	$0.00	46,394	D
Restricted Stock Units	⁽⁷⁾	04/15/2021		M			95,602	⁽¹¹⁾	⁽¹¹⁾	Common Shares	95,602	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	04/15/2021		A		101,477		⁽¹²⁾	⁽¹²⁾	Common Shares	101,477	$0.00	101,477	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 reporting person.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.22 to $48.95, inclusive. The reporting person undertakes to provide Marvell Technology Group Ltd. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. Shares held by Matthew and Laura Murphy as co-trustees of the Matthew and Laura Murphy Family Trust UTD 7/10/2007.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.42 to $48.41, inclusive. The reporting person undertakes to provide Marvell, any security holder of Marvell, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.42 to $48.84, inclusive. The reporting person undertakes to provide Marvell, any security holder of Marvell, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

6. Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs").

7. Each restricted stock unit represents a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.

8. The remaining RSU's vest on each of 07/15/2021, 10/15/2021, 01/15/2022, 04/15/22, 07/15/2022, 10/15/2022, 01/15/2023 and 04/15/2023.

9. This award fully vested on April 15, 2021.

10. The remaining RSUs vest quarterly on each of 07/15/2021, 10/15/2021, 01/15/2022 and 04/15/2022.

11. This grant is fully vested. Reflects the number of shares earned in respect of performance based restricted stock units granted on 04/15/2018. 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 04/15/2021.

12. The Restricted Stock Units (RSUs) will vest in equal quarterly installments over three years, and were granted as part of the annual grant process.

Remarks:

	Matthew Murphy by Blair Walters as Attorney-in-Fact	04/19/2021
	** 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.