Marvell Technology, Inc. — Director's Dealing 2021

Apr 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Hussain Muhammad Raghib (President, Products & Tech)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	759059	Direct
Common Stock	88081	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (35540)		Direct
Restricted Stock Units	$		Common Stock (16269)		Direct
Restricted Stock Units	$		Common Stock (27415)		Direct
Restricted Stock Units	$		Common Stock (55667)		Direct
Restricted Stock Units	$		Common Stock (39668)		Direct
Performance Based Restricted Stock Units	$		Common Stock (399644)		Direct
Stock option (right to buy)	$15.58	2022-02-16	Common Stock (51981)		Direct
Stock option (right to buy)	$12.12	2023-02-11	Common Stock (145952)		Direct
Stock option (right to buy)	$16.31	2024-02-10	Common Stock (116024)		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 Bermuda Merger, each common share of Marvell, par value $0.002 per share ("Marvell Share"), was automatically converted into the right to receive one share of MTI common stock, par value $0.002 per share ("MTI Stock").

F3: Held in trusts of which the Reporting Person is the trustee, for the benefit of members of his immediate family.

F4: The restricted stock units vest on August 15, 2021.

F5: Each restricted stock unit previously represented a contingent right to receive one Marvell Share upon vesting. At the effective time of the Bermuda Merger, each restricted stock unit related to a Marvell Share was assumed by MTI pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of MTI Stock, on the same terms and conditions as the original award (including with respect to vesting) that applied to such restricted stock unit immediately prior to the Mergers, except that, for the performance-based restricted stock units, the performance measures will now relate to MTI instead of Marvell.

F6: The restricted stock units vest on January 31, 2022.

F7: The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022.

F8: The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022, 4/15/2022, 7/15/2022, 10/15/2022, 1/15/2023 and 4/15/2023.

F9: The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022, 4/15/2022, 7/15/2022, 10/15/2022, 1/15/2023, 4/15/2023, 7/15/2023, 10/15/2023, 1/15/2024, and 4/15/2024.

F10: Value Creation Award that has been designed to provide a strong incentive to create a substantial increase in shareholder value. Vesting of these performance-based restricted stock units is dependent upon a significant increase in Marvell's stock price. The performance condition will be satisfied once Marvell's average stock price equals or exceeds $40.00 per share for 100 calendar days prior to the fourth anniversary of the date of grant ("Performance Condition"). The shares vest one year after the date the Performance Condition is satisfied. In the event of a change in control, the Performance Condition may be deemed partially satisfied depending on the value received in the transaction.

F11: Stock option was fully vested and exercisable prior to the Mergers.

F12: Each stock option previously related to a Marvell Share was assumed by MTI pursuant to the Merger Agreement and converted into a stock option relating to a share of MTI Stock, on the same terms and conditions as the original award (including with respect to vesting and exercise price) that applied to stock option immediately prior to the Mergers.