Form: 4

Statement of changes in beneficial ownership of securities

December 29, 2006

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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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*
KING DOUGLAS R

(Last) (First) (Middle)
5488 MARVELL LANE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [ MRVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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).

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