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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 6.84 | 03/29/2010 | A | 97,500 (1) (2) (3) | 03/31/2010 | 12/15/2018 | Common Shares | 97,500 | $ 0 | 97,500 (1) (2) (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sutardja, Sehat 5488 MARVELL LANE SANTA CLARA, CA 95054 |
X | X | President & CEO | |
| Dai, Weili 5488 MARVELL LANE SANTA CLARA, CA 95054 |
X | |||
| /s/ Sehat Sutardja | 03/29/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Weili Dai | 03/29/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | Dr. Sehat Sutardja is the husband of Ms. Weili Dai. Dr. Sehat Sutardja holds this option in his own name. Ms. Weili Dai may be deemed to be an indirect beneficial owner of this option. |
| (2) | On December 18, 2008, Dr. Sehat Sutardja was granted a performance-based option to purchase 390,000 common shares of Marvell Technology Group Ltd. (the "Company"). The performance-based vesting was divided into four separate and equal annual performance tranches of 97,500 options based on the satisfaction of certain performance criteria for each of the fiscal years ending January 30, 2010, January 29, 2011, January 28, 2012 and February 2, 2013. If the performance criteria are not met for any fiscal year performance period, the options for such tranche shall not vest immediately, but shall be added to the unvested options of the following year's tranche. |
| (3) | If at the end of the fiscal year ending February 2, 2013, any performance-based stock options remain unvested as a result of the performance criteria not having been achieved for the Company's fiscal year 2013, then such shares shall become eligible to vest in a final fifth annual tranche associated with the fiscal year ending February 1, 2014. The performance criteria for the fiscal year ended January 30, 2010 were met, as determined by the Executive Compensation Committee on March 29, 2010, resulting in vesting of the option as to 97,500 common shares on March 31, 2010. |