Form: 4

Statement of changes in beneficial ownership of securities

March 13, 2015

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*
Rashkin Michael
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015
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
Restricted Stock Units (Right to Acquire) (1) 03/11/2015 A 47,494(2) (2) 04/01/2015(2) Common Shares 47,494 $0.00 47,494 D
Performance Award (Right to Acquire) (3) 03/11/2015 A 19,700(4) (4) 04/01/2015(4) Common Shares 19,700 $0.00 19,700 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one Marvell common share.
2. On March 11, 2015, the Executive Compensation Committee of the Board of Directors of Marvell (the "Compensation Committee") determined that the performance criteria related to 47,494 common shares subject to a performance-based RSU award granted to Mr. Michael Rashkin on April 29, 2014 were met, and the common shares issuable in respect of these RSUs will vest on April 1, 2015 subject to Mr. Rashkin's continuous status as a service provider through such date.
3. Each performance award represents a contingent right to receive one Marvell common share.
4. On March 11, 2015, the Compensation Committee determined that the performance criteria related to 19,700 common shares subject to a performance award granted to Mr. Rashkin on April 29, 2014 were met, and the common shares issuable in respect of these performance awards will vest on April 1, 2015 subject to Mr. Rashkin's continuous status as a service provider through such date.
Remarks:
/s/ Michael Rashkin 03/13/2015
** 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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