0000899243-21-016470.txt : 20210420
0000899243-21-016470.hdr.sgml : 20210420
20210420202305
ACCESSION NUMBER: 0000899243-21-016470
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210420
FILED AS OF DATE: 20210420
DATE AS OF CHANGE: 20210420
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roach Charles
CENTRAL INDEX KEY: 0001557773
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34942
FILM NUMBER: 21839239
MAIL ADDRESS:
STREET 1: 2953 BUNKER HILL LANE
STREET 2: SUITE 300
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INPHI Corp
CENTRAL INDEX KEY: 0001160958
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 770557980
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 110 RIO ROBLES
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 408-636-2700
MAIL ADDRESS:
STREET 1: 110 RIO ROBLES
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: INPHI CORP
DATE OF NAME CHANGE: 20011016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-04-20
1
0001160958
INPHI Corp
IPHI
0001557773
Roach Charles
110 RIO ROBLES
SAN JOSE
CA
95134
0
1
0
0
Sr. V.P. of Worldwide Sales
Common Stock
2021-04-20
4
A
0
24711
A
115707
D
Common Stock
2021-04-20
4
D
0
61852
D
53855
D
Common Stock
2021-04-20
4
D
0
53855
D
0
D
On April 20, 2021, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement") by and among by and among Marvell Technology Group Ltd., a Bermuda exempted company ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation and a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"), and Inphi Corporation, a Delaware corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of Holdco (the "Bermuda Merger"),
(continued from footnote 1) and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of Holdco (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers"). At the effective time of the Mergers, the restricted stock units that vest based on the per share market value of the shares of Inphi Common Stock (the "Inphi Common Stock")exceeding certain relative performance target levels (a "MVSU") were vested in full on April 20, 2020. The holder of such vested MVSUs became entitled to receive (subject to applicable withholding or other taxes) (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU, and (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU.
Disposed pursuant to the Merger Agreement, whereby at the effective time of the Mergers, the outstanding Inphi Common Stock was automatically converted into the right to receive 2.323 shares of HoldCo Common Stock and $66.00 in cash, without interest (in addition to cash in lieu of fractional shares).
Per the terms of the Merger Agreement, (a) 42,489 RSUs that were outstanding and vested immediately prior to the effective time of the Mergers (including 32,989 RSUs that only vest subject to delivery of an effective release) were cancelled in exchange for (subject to applicable withholding or other taxes), (i) an amount of cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, and (b) 11,366 RSUs were forfeited.
/s/ Ford Tamer, attorney-in-fact
2021-04-20