SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Koopmans Chris

(Last)

(First)

(Middle)

5488 MARVELL LANE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2021

3. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Operations Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	48,286	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Value Creation Award	04/15/2019⁽¹⁾	11/25/2021⁽¹⁾	Common Stock	106,571⁽²⁾	$0.00⁽³⁾	D
Restricted Stock Units	04/15/2018⁽⁴⁾	04/15/2021⁽⁴⁾	Common Stock	16,720⁽²⁾	$0.00⁽⁵⁾	D
Restricted Stock Units	04/15/2019⁽⁶⁾	04/15/2022⁽⁶⁾	Common Stock	27,415⁽²⁾	$0.00⁽⁵⁾	D
Restricted Stock Units	04/15/2020⁽⁷⁾	04/15/2023⁽⁷⁾	Common Stock	27,834⁽²⁾	$0.00⁽⁵⁾	D

Explanation of Responses:

1. Value Creation Award that has been designed to provide a strong incentive to create a substantial increase in shareholder value. Vesting of these performance-based restricted stock units is dependent upon a significant increase in the Company's stock price. The performance condition will be satisfied once the Company's average stock price equals or exceeds $40.00 per share for 100 calendar days prior to the fourth anniversary of the date of grant ("Performance Condition"). The shares vest one year after the date the Performance Condition is satisfied. In the event of a change in control, the Performance Condition may be deemed partially satisfied depending on the value received in the transaction.

2. Represents the total number of shares as of the original grant date.

3. These performance based restricted stock units represent a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.

4. The remaining RSUs vest fully on 04/15/2021.

5. Each restricted stock unit represents a contingent right to receive one Marvell common share upon vesting.

6. The remaining RSUs vest on each of 07/15/2021, 10/15/2021, 01/15/2022 and 04/15/2022.

7. The remaining RSUs vest on each of 07/15/2021, 10/15/2021, 01/15/2022, 04/15/2022, 07/15/2022, 10/15/2022, 01/15/2023 and 04/15/2023.

Remarks:

	Christopher Koopmans by Blair Walters as Attorney-in-Fact	04/12/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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