0000899243-21-016671.txt : 20210421 0000899243-21-016671.hdr.sgml : 20210421 20210421203209 ACCESSION NUMBER: 0000899243-21-016671 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: Tamer Ford CENTRAL INDEX KEY: 0001541375 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40357 FILM NUMBER: 21842932 MAIL ADDRESS: STREET 1: 3945 FREEDOM CIRCLE SUITE 1100 CITY: SANTA CLARA STATE: CA ZIP: 95054 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 0001541375 Tamer Ford 5488 MARVELL LANE SANTA CLARA CA 95054 1 0 0 0 Common Shares 2021-04-20 4 A 0 1082528 A 1082528 D Restricted Stock Units 2021-04-20 4 A 0 1334 0.00 A Common Shares 1334 1334 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. In addition, at the effective time of the Delaware Merger, the outstanding and vested Inphi restricted stock units ("Inphi RSUs") that had not yet been settled in shares of Inphi Stock were cancelled and extinguished. The holder of each vested Inphi MSU and Inphi RSU (collectively, the "Inphi Awards") became entitled to receive MTI Stock determined by multiplying the Inphi Awards by the Exchange Ratio, subject to applicable withholdings. Each restricted stock unit represents a contingent right to receive one common share of MTI stock upon vesting. Vests 100% of shares on the earlier of the next annual general meeting of MTI or the one year anniversary of the restricted stock unit grant. /s/ Ford Tamer, by Blair Walters as Attorney-in-Fact 2021-04-21