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
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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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MURPHY MATTHEW J

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2024
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 07/15/2024 M 3,075 A $0 209,637(1)(2) D
Common Stock 07/15/2024 F(3) 1,369 D $73.6 208,268 D
Common Shares 07/15/2024 M 5,519 A $0 213,787 D
Common Shares 07/15/2024 F(3) 2,535 D $73.6 211,252 D
Common Stock 07/15/2024 M 6,968 A $0 218,220 D
Common Stock 07/15/2024 F(3) 3,305 D $73.6 214,915 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 (4) 07/15/2024 M 3,075 (5) (5) Common Stock 3,075 $0 9,226(2) D
Restricted Stock Units (4) 07/15/2024 M 5,519 (6) (6) Common Stock 5,519 $0 49,673(2) D
Restricted Stock Units (4) 07/15/2024 M 6,968 (7) (7) Common Stock 6,968 $0 76,656 D
Explanation of Responses:
1. Total holdings includes 599 shares purchased on June 7, 2024 under the Company's Employee Stock Purchase Plan (ESPP).
2. Since the date of the reporting person's last ownership report, he transferred to his ex-spouse pursuant to a domestic relations order: (i) 480,582 vested shares of Marvell common stock (which have been deducted from his aggregate holdings in column 5, table 1 of this Form 4), (ii) 45,416 unvested restricted stock units ("RSUs")(which have been deducted from his aggregate holdings in column 9, table 2 of this Form 4), (iii) 71,711 performance-based RSUs for which settlement has been deferred, and (iv) 94,194 unvested performance-based RSUs subject to a hurdle award. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse.
3. Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs.
4. Each RSU represents a contingent right to receive one Marvell common share upon vesting.
5. The remaining RSUs will vest on 10/15/2024, 01/15/2025 and 04/15/2025.
6. The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, and 04/15/2026.
7. The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, 04/15/2026, 07/15/2026, 10/15/2026, 01/15/2027, and 04/15/2027.
Remarks:
/s/ Matthew J. Murphy by Blair Walters as attorney-in-fact 07/16/2024
** 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).
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