4: Statement of changes in beneficial ownership of securities
Published on December 29, 2006
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $11.893 | 12/27/2006 | D(1) | 24,000 | (1)(6) | 05/28/2014 | Common Stock | 24,000 | (1) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $11.995 | 12/27/2006 | A(1) | 24,000 | (1)(6) | 05/28/2014 | Common Stock | 24,000 | (1) | 24,000 | D | ||||
Employee Stock Option (Right to Buy) | $11.385 | (2)(6) | 04/15/2014 | Common Stock | 92,000 | 92,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $11.385 | (3)(6) | 04/15/2014 | Common Stock | 44,000 | 44,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $20.135 | (4)(6) | 06/10/2015 | Common Stock | 12,000 | 12,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $23.75 | (5)(6) | 06/09/2016 | Common Stock | 12,000 | 12,000 | D |
Explanation of Responses: |
1. The reported transactions result from an agreement with Marvell Technology Group Ltd. (the "Company") involving the reformation of an outstanding option, resulting, for Section 16 reporting purposes only, in the deemed cancellation of the old option and the grant of a replacement option. The reformation increased the exercise price of the option deemed, for section 16 reporting purposes, to have been cancelled and replaced. The other terms of the option, which was originally granted on December 26, 2003, remain unchanged. This option provides for vesting as follows: 2,000 shares per month from 06/29/08 through 05/28/09. This options is immediately exerciseable but not fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company as to the unvested shares in the event of termination of the reporting person's services as a non-employee director of the Company |
2. Vests as to 20% on 04/15/05 and 2,000 shares per month from 05/15/05 through 04/15/09. This option is not fully vested, and until fully vested, if exercised, would be subject to repuchase by the Company as to the unvested shares in the event of termination of the reporting person's services as a non-employee director of the Company. |
3. Vests as to 20% on 04/15/05 and 933 shares per month from 05/15/05 through 04/15/09. This option is not fully vested, and until fully vested, if exercised, would be subject to repuchase by the Company as to the unvested shares in the event of termination of the reporting person's services as a non-employee director of the Company. |
4. Vests as to 1,000 shares per month from 07/10/2009 through 06/10/2010. This option is immediately exerciseable but not fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company as to the unvested shares in the event of termination of the reporting person's services as a non-employee director of the Company. |
5. Vests as to 1,000 shares per month from 07/09/2010 through 06/09/2011. This options is immediately exerciseable but not fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company as to the unvested shares in the event of termination of the reporting person's services as a non-employee director of the Company. |
6. On July 10, 2006, the common stock of MRVL split 2-for-1. All beneficially owned securities and derivative securities beneficially owned by the reporting person and the respective option prices have been adjusted accordingly. |
By: Douglas King | 12/29/2006 | |
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.