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GAYNOR MITCHELL

Disclosed activity across 2 companies

Tapewire entity
15296
SEC CIK
0001193486

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Marvell Technology, Inc.MRVL · Entity 521EVP, Chief Admin OfficerDecember 15, 2023December 18, 2023

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Marvell Technology, Inc.

Report date December 15, 2023 · Filed December 18, 2023

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect127,311 Reported balance After 2023-12-15 transaction · row 1
1 source row

Row 1 · 2023-12-15 · Sale · Disposed 8,000 · Balance 127,311

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 06/27/2023.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.16 to $60.03, inclusive. The Reporting Person undertakes to provide Marvell Technology, Inc. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

Filing footnotes · ownership attribution and instrument terms

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 06/27/2023.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.16 to $60.03, inclusive. The Reporting Person undertakes to provide Marvell Technology, Inc. ("Marvell"), any security holder of Marvell, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

MARVELL TECHNOLOGY GROUP LTD

Report date April 20, 2021 · Filed April 20, 2021

Section 16 reporting ended · disclosed 2021-04-20. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common SharesSEC Table I · non-derivativeDirect0 Reported balance After 2021-04-20 transaction · row 1
1 source row

Row 1 · 2021-04-20 · Disposition to issuer · Disposed 61,191 · Balance 0

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 ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("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 Holdco (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of Holdco (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 HoldCo common stock, par value $0.002 per share ("HoldCo Stock").

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2021-04-20 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2021-04-20 · Disposition to issuer · Disposed 10,545 · Balance 0

F3: Each restricted stock unit represents 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 HoldCo pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of HoldCo 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 relate to HoldCo instead of Marvell.

F4: The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2021-04-20 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2021-04-20 · Disposition to issuer · Disposed 22,532 · Balance 0

F3: Each restricted stock unit represents 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 HoldCo pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of HoldCo 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 relate to HoldCo instead of Marvell.

F5: 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.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2021-04-20 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2021-04-20 · Disposition to issuer · Disposed 19,373 · Balance 0

F3: Each restricted stock unit represents 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 HoldCo pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of HoldCo 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 relate to HoldCo instead of Marvell.

F6: 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.

Performance Based Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2021-04-20 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2021-04-20 · Disposition to issuer · Disposed 133,214 · Balance 0

F3: Each restricted stock unit represents 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 HoldCo pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of HoldCo 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 relate to HoldCo instead of Marvell.

F7: 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.

Filing footnotes · ownership attribution and instrument terms

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 ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("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 Holdco (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of Holdco (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 HoldCo common stock, par value $0.002 per share ("HoldCo Stock").

F3: Each restricted stock unit represents 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 HoldCo pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of HoldCo 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 relate to HoldCo instead of Marvell.

F4: The restricted stock units vest on each of 7/15/2021, 10/15/2021, 1/15/2022 and 4/15/2022.

F5: 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.

F6: 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.

F7: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 15, 2017 Filed Jun 19, 2017 18:47 UTC MARVELL TECHNOLOGY GROUP LTD MRVL · Entity 140170 Exercise / conversionCommon Shares 9,246 $0.00 $0.00
Disclosure

SEC source: 0001209191-17-040935 · doc4.xml · nonDerivative · entry 3

GAYNOR MITCHELL · CIK 0001193486 · EVP, Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,730

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

Read SEC document
June 15, 2017 Filed Jun 19, 2017 18:47 UTC MARVELL TECHNOLOGY GROUP LTD MRVL · Entity 140170 Tax withholdingCommon Shares 3,258 $17.41 $56,721.78
Disclosure

SEC source: 0001209191-17-040935 · doc4.xml · nonDerivative · entry 2

GAYNOR MITCHELL · CIK 0001193486 · EVP, Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,484

F2 · kind: Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs.

Read SEC document
June 15, 2017 Filed Jun 19, 2017 18:47 UTC MARVELL TECHNOLOGY GROUP LTD MRVL · Entity 140170 Exercise / conversionCommon Shares 8,668 $0.00 $0.00
Disclosure

SEC source: 0001209191-17-040935 · doc4.xml · nonDerivative · entry 1

GAYNOR MITCHELL · CIK 0001193486 · EVP, Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,742

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 2,332 shares acquired under the Marvell 2000 Employee Stock Purchase Plan on June 7, 2017, in an exempt transaction under Rule 16b-3(c) of the Securities Exchange Act of 1934.

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April 15, 2017 Filed Apr 18, 2017 16:33 UTC MARVELL TECHNOLOGY GROUP LTD MRVL · Entity 140170 GrantRestricted Stock Units (right to acquire) · Derivative 32,698 $0.00 $0.00
Disclosure

SEC source: 0001209191-17-027300 · doc4.xml · derivative · entry 2

GAYNOR MITCHELL · CIK 0001193486 · EVP, Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,698

Underlying: Common Stock · 32,698 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit ("RSU") represented a contingent right to receive one Marvell common share.

F3 · derivative.exercise_date: The RSUs vest as to 33% on April 15, 2018, 33% on April 15, 2019 and 34% on April 15, 2020.

F3 · derivative.expiration_date: The RSUs vest as to 33% on April 15, 2018, 33% on April 15, 2019 and 34% on April 15, 2020.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.