Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hussain Muhammad Raghib
  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)
EVP Chief Strategy Officer
(Last)
(First)
(Middle)
C/O 5488 MARVELL LANE
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Shares 01/31/2019   M   88,245 (1) A $ 0 686,716 D  
Common Shares 01/31/2019   F   35,922 (2) D $ 18.53 650,794 D  
Common Shares               78,325 I By family trusts

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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 Underlying Securities
(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 of Derivative Security: 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 (3) 01/31/2019   M     12,454   (4)   (4) Common Shares 12,454 $ 0 0 D  
Restricted Stock Units (3) 01/31/2019   M     9,443   (5)   (5) Common Shares 9,443 $ 0 9,443 D  
Restricted Stock Units (3) 01/31/2019   M     12,995   (4)   (4) Common Shares 12,995 $ 0 0 D  
Restricted Stock Units (3) 01/31/2019   M     20,552   (5)   (5) Common Shares 20,552 $ 0 20,553 D  
Restricted Stock Units (3) 01/31/2019   M     16,533   (6)   (6) Common Shares 16,533 $ 0 33,068 D  
Restricted Stock Units (3) 01/31/2019   M     16,268   (7)   (7) Common Shares 16,268 $ 0 48,807 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hussain Muhammad Raghib
C/O 5488 MARVELL LANE
SANTA CLARA, CA 95054
      EVP Chief Strategy Officer  

Signatures

 Raghib Hussain by Blair Walters as Attorney-in-Fact   02/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents all RSU Shares vested and acquired by the reporting person on January 31, 2019.
(2) Represents all RSU Shares surrendered in payment of tax withholding due as a result of the vesting of all RSU's acquired by the reporting person on January 31, 2019.
(3) Each restricted stock unit represents a contingent right to receive one Marvell Technology Group Ltd. ("Marvell") common share upon vesting.
(4) This award fully vested on January 31, 2019.
(5) This award vests as to 50% of the shares on each of January 31, 2019 and 2020.
(6) This award vests as to 1/3 of the shares on each of January 31, 2019, 2020 and 2021.
(7) This award vests as to 25% of the shares on each of January 31, 2019, 2020, 2021 and 2022.

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