Marvell Technology, Inc. — Director's Dealing 2021

Apr 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marvell Technology, Inc. (MRVL)
CIK: 0001835632
Period of Report: 2021-04-20

Reporting Person: Tamer Ford (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-20	Common Shares	A	1082528	—	Acquired	1082528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-20	Restricted Stock Units	$	A	1334	Acquired		Common Shares (1334)	Direct

Footnotes

F1: On April 20, 2021, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("MTI"), Maui Acquisition Company Ltd, a wholly owned subsidiary of MTI ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of MTI ("Delaware Merger Sub"), and Inphi Corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of MTI (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of MTI (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers").

F2: (Continued from Footnote 1) At the effective time of the Delaware Merger, each share of common stock of Inphi, par value $0.001 per share ("Inphi Stock"), was automatically converted into the right to receive 2.323 shares of MTI Stock, par value $0.002 per share ("MTI Stock") and $66.00 in cash, without interest, plus cash in lieu of any fractional shares of MTI Stock (the "Exchange Ratio").

F3: Pursuant to the Merger Agreement, at the effective time of the Delaware Merger, the Inphi Market Value Stock Units ("Inphi MSU") became vested based on actual performance in accordance with the terms of the award agreement and were cancelled and extinguished. In addition, at the effective time of the Delaware Merger, the outstanding and vested Inphi restricted stock units ("Inphi RSUs") that had not yet been settled in shares of Inphi Stock were cancelled and extinguished. The holder of each vested Inphi MSU and Inphi RSU (collectively, the "Inphi Awards") became entitled to receive MTI Stock determined by multiplying the Inphi Awards by the Exchange Ratio, subject to applicable withholdings.

F4: Each restricted stock unit represents a contingent right to receive one common share of MTI stock upon vesting.

F5: Vests 100% of shares on the earlier of the next annual general meeting of MTI or the one year anniversary of the restricted stock unit grant.