0000899243-21-016669.txt : 20210421 0000899243-21-016669.hdr.sgml : 20210421 20210421203051 ACCESSION NUMBER: 0000899243-21-016669 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210420 FILED AS OF DATE: 20210421 DATE AS OF CHANGE: 20210421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YOUSEFI NARIMAN CENTRAL INDEX KEY: 0001464251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40357 FILM NUMBER: 21842929 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Marvell Technology, Inc. CENTRAL INDEX KEY: 0001835632 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 853971597 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 BUSINESS ADDRESS: STREET 1: 1000 N. WEST STREET STREET 2: SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (302) 295-4840 MAIL ADDRESS: STREET 1: 1000 N. WEST STREET STREET 2: SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-20 0 0001835632 Marvell Technology, Inc. MRVL 0001464251 YOUSEFI NARIMAN 5488 MARVELL LANE SANTA CLARA CA 95054 0 1 0 0 Executive Vice President Common Shares 2021-04-20 4 A 0 190493 A 190493 D Restricted Stock Units 2021-04-20 4 A 0 42642 A Common Shares 42642 42642 D Restricted Stock Units 2021-04-20 4 A 0 37202 A Common Shares 37202 37202 D Restricted Stock Units 2021-04-20 4 A 0 883 A Common Shares 883 883 D Restricted Stock Units 2021-04-20 4 A 0 36001 A Common Shares 36001 36001 D Restricted Stock Units 2021-04-20 4 A 0 2076 A Common Shares 2076 2076 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 Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("MTI"), Maui Acquisition Company Ltd, a wholly owned subsidiary of MTI ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of MTI ("Delaware Merger Sub"), and Inphi Corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of MTI (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of MTI (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers"). (Continued From Footnote 1) At the effective time of the Delaware Merger, each share of common stock of Inphi, par value $0.001 per share ("Inphi Stock"), was automatically converted into the right to receive 2.323 shares of MTI Stock, par value $0.002 per share ("MTI Stock") and $66.00 in cash, without interest, plus cash in lieu of any fractional shares of MTI Stock (the "Exchange Ratio"). Pursuant to the Merger Agreement, at the effective time of the Delaware Merger, the Inphi Market Value Stock Units ("Inphi MSU") became vested based on actual performance in accordance with the terms of the award agreement and were cancelled and extinguished. The holder of each vested Inphi MSU became entitled to receive MTI Stock determined by multiplying the number of Inphi MSUs by the Exchange Ratio, subject to applicable withholdings. Each restricted stock unit represents a contingent right to receive one share of MTI Stock upon vesting. Pursuant to the Merger Agreement, each of Mr. Yousefi's Inphi RSUs that was outstanding and unvested immediately prior to the Delaware Merger Effective Time was converted into that number of MTI restricted stock units ("MTI RSUs") (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Inphi Stock subject to such Inphi RSU, multiplied by (ii) 3.6955. Such MTI RSUs are subject to substantially the same terms and conditions as were applicable to such unvested Inphi RSUs prior to the Delaware Merger Effective Time. The restricted stock units vest on each of 4/24/2021, 4/24/2022 and 4/24/2023. The restricted stock units vest on each of 3/1/2022, 3/1/2023, and 3/1/2024. The restricted stock units vest on each of 6/25/2021, 9/24/2021 and 12/24/2021. The restricted stock units vest on each of 6/1/2021, 9/1/2021, 12/1/2021, 3/1/2022, 6/1/2022, 9/1/2022, 12/1/2022, 3/1/2023, 6/1/2023, 9/1/2023, 12/1/2023, and 3/1/2024. The restricted stock units vest on each 6/25/2021, 9/24/2021 and 12/24/2021. /s/ Nariman Yousefi, by Blair Walters as Attorney-in-Fact 2021-04-21