FORM 4

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

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number: 3235-0287
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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Chang Kuo Wei (Herbert)

2. Issuer Name and Ticker or Trading Symbol
Marvell Technology Group Ltd. (MRVL)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

700 First Avenue
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Sunnyvale, CA 94089

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock, par value $0.002 per share

260,000

I

By Investar Dayspring Venture Capital, Inc.

Common Stock, par value $0.002 per share

3,413,220

I

By Investar Semiconductor Development Fund, Inc.

Common Stock, par value $0.002 per share

12/16/02

S

40,000

D

$20.644

I

By Investar Burgeon Venture Capital, Inc.

Common Stock, par value $0.002 per share

12/17/02

S

45,000

D

$20.88

1,264,400

I

By Investar Burgeon Venture Capital, Inc.

Common Stock, par value $0.002 per share

50,796

I

By Investar Capital, Inc.

Common Stock, par value $0.002 per share

50,000

I

By Investar Excelsus Venture Capital (Int'l.) Inc.

Common Stock, par value $0.002 per share

184,616

I

By Forefront Venture Partners, L.P.

Common Stock, par value $0.002 per share

181,000

D

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (Right to Buy)

$15.00

 ⁽¹⁾

06/26/10

Common Stock

30,000

30,000

D

Stock Option (Right to Buy)

$20.58

 ⁽²⁾

06/26/11

Common Stock

6,000

6,000

D

Stock Option (Right to Buy)

$21.59

 ⁽³⁾

06/21/12

Common Stock

6,000

6,000

D

Explanation of Responses:

(1) Of such 30,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 20% on 06/26/01 and 500 shares per month from 07/26/01 through 06/26/05. Reflects non-discretionary grants under 1997 Directors Plan.
(2) Of such 6,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 500 shares per month from 07/21/05 through 06/21/06. Reflects non-dsicretionary grants under 1997 Directors Plan.
(3) Of such 6,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 500 shares per month from 07/21/06 through 06/21/07. Reflects non-discretionary grants under 1997 Directors Plan.

**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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