SEC Form 4 · accession 0000921895-16-005705
MARVELL TECHNOLOGY GROUP LTD · MRVL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
Sep 13, 2016
Accepted (ET)
Sep 15, 2016 · 9:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.002 Par ValueF1 | Sep 13, 2016 | X | 10,000,000 | $5.00 | A | 12,208,183 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.002 Par ValueF2 | Sep 13, 2016 | X | 1,308,889 | $5.00 | A | 1,588,369 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.002 Par ValueF3 | Sep 13, 2016 | X | 727,225 | $5.00 | A | 877,932 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.002 Par ValueF1 | Sep 14, 2016 | X | 1,287,308 | $5.00 | A | 13,495,491 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.002 Par Value | holding | — | — | — | 3,246 | D | ||
| Common Stock, $0.002 Par ValueF4 | holding | — | — | — | 9,310,245 | I | By Starboard Leaders Juliet LLC | |
| Common Stock, $0.002 Par ValueF5 | holding | — | — | — | 3,792,301 | I | By Starboard Leaders Select II LP | |
| Common Stock, $0.002 Par ValueF6 | holding | — | — | — | 2,883,842 | I | By Starboard T Fund LP | |
| Common Stock, $0.002 Par ValueF7 | holding | — | — | — | 1,772,606 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F1,F8 | $5.00 | Sep 13, 2016 | X | 10,000,000 | D | — | Aug 9, 2017 | Common Stock, $0.002 Par Value | 10,000,000 | 1,287,308 | I |
| Put Option (obligation to buy)F1 | $5.00 | Sep 13, 2016 | E | 10,000,000 | D | Aug 9, 2017 | Aug 9, 2017 | Common Stock, $0.002 Par Value | 10,000,000 | 1,287,308 | I |
| Call Option (right to buy)F2,F8 | $5.00 | Sep 13, 2016 | X | 1,308,889 | D | — | Aug 9, 2017 | Common Stock, $0.002 Par Value | 1,308,889 | 0 | I |
| Put Option (obligation to buy)F2 | $5.00 | Sep 13, 2016 | E | 1,308,889 | D | Aug 9, 2017 | Aug 9, 2017 | Common Stock, $0.002 Par Value | 1,308,889 | 0 | I |
| Call Option (right to buy)F3,F8 | $5.00 | Sep 13, 2016 | X | 727,225 | D | — | Aug 9, 2017 | Common Stock, $0.002 Par Value | 727,225 | 0 | I |
| Put Option (obligation to buy)F3 | $5.00 | Sep 13, 2016 | E | 727,225 | D | Aug 9, 2017 | Aug 9, 2017 | Common Stock, $0.002 Par Value | 727,225 | 0 | I |
| Call Option (right to buy)F1,F8 | $5.00 | Sep 14, 2016 | X | 1,287,308 | D | — | Aug 9, 2017 | Common Stock, $0.002 Par Value | 1,287,308 | 0 | I |
| Put Option (obligation to buy)F1 | $5.00 | Sep 14, 2016 | E | 1,287,308 | D | Aug 9, 2017 | Aug 9, 2017 | Common Stock, $0.002 Par Value | 1,287,308 | 0 | I |
Explanation of responses
- F1Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F2Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4Securities owned directly by Starboard Leaders Juliet LLC ("Starboard Juliet LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Juliet LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Juliet LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F5Securities owned directly by Starboard Leaders Select II LP ("Starboard Select II LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select II LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Select II LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6Securities owned directly by Starboard T Fund LP ("Starboard T LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard T LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard T LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F7Securities held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F8These options were exercisable at any time prior to their expiration.
- F9On the date listed in Item 3 of Table II, each of Starboard V&O Fund, Starboard S LLC and Starboard C LP exercised those certain call options listed in Table II. Upon exercise of such call options, those certain call options terminated along with those certain put options in accordance with their terms.