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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Marvell Technology Group Ltd.
(Name of Issuer)
Common stock, par value $0.002 per share
(Title of Class of Securities)
G 5876H105
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G 5876H105 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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*Each Reporting Person shares dispositive and voting control over the following shares:
1. 26,126,158 shares jointly owned by Reporting Group;
2. 10,226,667 shares owned by The Sutardja Family Partners, a California family limited partnership (these shares are indirectly owned by Reporting Group); and
3. 287,106 derivative securities jointly owned by Reporting Group and exercisable on or at March 1, 2006.
(Share balances are from SEC Form 4 filed on December 12, 2005.)
Reporting Person previously filed separate Schedule 13G and is now filing as a Reporting Group.
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices Canons Court 22 Victoria Street Hamilton HM 12 Bermuda |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal
Business Office or, if none, Residence 5488 Marvell Lane Santa Clara, CA 95054 |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 36,639,931 shares.* |
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(b) |
Percent of class: 12.6%. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- shares. |
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(ii) |
Shared power to vote or to direct the vote 36,639,931 shares. * |
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(iii) |
Sole power to dispose or to direct the disposition of -0- shares. |
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(iv) |
Shared power to dispose or to direct the disposition of 36,639,931 shares. * |
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*Each Reporting Person shares dispositive and voting control over the following shares: |
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1. |
26,126,158 shares jointly owned by Ms. Weili Dai & Dr. Sehat Sutardja as a Reporting Group; |
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2. |
10,226,667 shares owned by The Sutardja Family Partners, a California family limited partnership (these shares are indirectly owned by Reporting Group); and |
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3. |
287,106 derivative securities jointly owned by Reporting Group and exercisable on or at March 1, 2006. |
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(Share balances are from SEC Form 4 filed on December 12, 2005.) |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2006. |
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By |
/s/ Weili Dai |
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Ms. Weili Dai |
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By |
/s/ Sehat Sutardja |
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Dr. Sehat Sutardja |
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Exhibit Index
Exhibit |
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Description |
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99.1 |
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Agreement of Joint Filing dated as of February 14, 2006. |
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