Sec Form 4 Filing - MURPHY MATTHEW J @ Marvell Technology, Inc. - 2024-07-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
MURPHY MATTHEW J
2. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last) (First) (Middle)
5488 MARVELL LANE
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2024
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/15/2024 M 3,075 A $ 0 209,637 ( 1 ) ( 2 ) D
Common Stock 07/15/2024 F( 3 ) 1,369 D $ 73.6 208,268 D
Common Shares 07/15/2024 M 5,519 A $ 0 213,787 D
Common Shares 07/15/2024 F( 3 ) 2,535 D $ 73.6 211,252 D
Common Stock 07/15/2024 M 6,968 A $ 0 218,220 D
Common Stock 07/15/2024 F( 3 ) 3,305 D $ 73.6 214,915 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 07/15/2024 M 3,075 ( 5 ) ( 5 ) Common Stock 3,075 $ 0 9,226 ( 2 ) D
Restricted Stock Units ( 4 ) 07/15/2024 M 5,519 ( 6 ) ( 6 ) Common Stock 5,519 $ 0 49,673 ( 2 ) D
Restricted Stock Units ( 4 ) 07/15/2024 M 6,968 ( 7 ) ( 7 ) Common Stock 6,968 $ 0 76,656 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURPHY MATTHEW J
5488 MARVELL LANE
SANTA CLARA, CA95054
X Chairman of the Board and CEO
Signatures
/s/ Matthew J. Murphy by Blair Walters as attorney-in-fact 07/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Total holdings includes 599 shares purchased on June 7, 2024 under the Company's Employee Stock Purchase Plan (ESPP).
( 2 )Since the date of the reporting person's last ownership report, he transferred to his ex-spouse pursuant to a domestic relations order: (i) 480,582 vested shares of Marvell common stock (which have been deducted from his aggregate holdings in column 5, table 1 of this Form 4), (ii) 45,416 unvested restricted stock units ("RSUs")(which have been deducted from his aggregate holdings in column 9, table 2 of this Form 4), (iii) 71,711 performance-based RSUs for which settlement has been deferred, and (iv) 94,194 unvested performance-based RSUs subject to a hurdle award. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse.
( 3 )Surrender of shares in payment of tax withholding due as a result of the vesting of RSUs.
( 4 )Each RSU represents a contingent right to receive one Marvell common share upon vesting.
( 5 )The remaining RSUs will vest on 10/15/2024, 01/15/2025 and 04/15/2025.
( 6 )The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, and 04/15/2026.
( 7 )The remaining RSUs will vest on 10/15/2024, 01/15/2025, 04/15/2025, 07/15/2025, 10/15/2025, 01/15/2026, 04/15/2026, 07/15/2026, 10/15/2026, 01/15/2027, and 04/15/2027.

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* 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).

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