SEC Form 4 · accession 0001209191-15-032318
MARVELL TECHNOLOGY GROUP LTD · MRVL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Weili Dai
Officer — President · Director · 10% Owner
Sehat Sutardja
Officer — CEO · Director · 10% Owner
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 4:34 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 SharesF1,F2 | Apr 1, 2015 | M | 169,717 | — | A | 46,885,840 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 86,106 | $14.97 | D | 46,799,734 | D | |
| Common SharesF4,F2 | Apr 1, 2015 | M | 59,500 | — | A | 46,859,234 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 31,048 | $14.97 | D | 46,828,186 | D | |
| Common SharesF1,F2 | Apr 1, 2015 | M | 50,000 | — | A | 46,878,186 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 18,790 | $14.97 | D | 46,859,396 | D | |
| Common SharesF1,F2 | Apr 1, 2015 | M | 95,078 | — | A | 46,954,474 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 42,780 | $14.97 | D | 46,911,694 | D | |
| Common SharesF4,F2 | Apr 1, 2015 | M | 32,834 | — | A | 46,944,528 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 17,133 | $14.97 | D | 46,927,395 | D | |
| Common SharesF1,F2 | Apr 1, 2015 | M | 20,000 | — | A | 46,947,395 | D | |
| Common SharesF2 | Apr 1, 2015 | F | 7,487 | $14.97 | D | 46,939,908 | D | |
| Common sharesF5 | holding | — | — | — | 18,253,334 | I | By Sutardja Family Partners |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Right to Acquire)F1,F6 | — | Apr 1, 2015 | M | 169,717 | D | — | Apr 1, 2015 | Common Shares | 169,717 | 0 | D |
| Performance Award (Right to Acquire)F4,F7 | — | Apr 1, 2015 | M | 59,500 | D | — | Apr 1, 2015 | Common Shares | 59,500 | 0 | D |
| Restricted Stock Units (Right to Acquire)F1,F8 | — | Apr 1, 2015 | M | 50,000 | D | — | Apr 1, 2016 | Common Shares | 50,000 | 50,000 | D |
| Restricted Stock Units (Right to Acquire)F1,F9 | — | Apr 1, 2015 | M | 95,078 | D | — | Apr 1, 2015 | Common Shares | 95,078 | 0 | D |
| Performance Award (Right to Acquire)F4,F10 | — | Apr 1, 2015 | M | 32,834 | D | — | Apr 1, 2015 | Common Shares | 32,834 | 0 | D |
| Restricted Stock Units (Right to Acquire)F1,F11 | — | Apr 1, 2015 | M | 20,000 | D | — | Apr 1, 2016 | Common Shares | 20,000 | 20,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represented a contingent right to receive one Marvell common share.
- F1032,834 shares granted pursuant to a performance award were vested and released to Ms. Dai effective April 1, 2015.
- F1120,000 shares granted pursuant to a service-based RSU award were vested and released to Ms. Dai effective April 1, 2015. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2012, the vesting commencement date.
- F2These securities are jointly owned by Ms. Weili Dai and Dr. Sehat Sutardja who are members of a "Group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Dr. Sutardja and Ms. Dai are husband and wife.
- F3Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs or performance award (as applicable).
- F4Each performance award represented a contingent right to receive one Marvell common share.
- F5Ms. Dai and Dr. Sutardja are the general partners of The Sutardja Family Partners, a California family limited partnership.
- F6169,717 shares granted pursuant to a performance-based RSU award were vested and released to Dr. Sutardja effective April 1, 2015.
- F759,500 shares granted pursuant to a performance award were vested and released to Dr. Sutardja effective April 1, 2015.
- F850,000 shares granted pursuant to a service-based RSU award were vested and released to Dr. Sutardja effective April 1, 2015. This grant vests in four equal annual installments beginning on the first anniversary of April 1, 2012, the vesting commencement date.
- F995,078 shares granted pursuant to a performance-based RSU award were vested and released to Ms. Dai effective April 1, 2015.