4//SEC Filing
Brown Tudor 4
Accession 0000899243-21-016415
CIK 0001058057other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 5:43 PM ET
Size
8.9 KB
Accession
0000899243-21-016415
Insider Transaction Report
Form 4
Brown Tudor
Director
Transactions
- Disposition to Issuer
Common Shares
2021-04-20−19,239→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-04-20−6,651→ 0 total→ Common Stock (6,651 underlying)
Footnotes (4)
- [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.
- [F4]Vests 100% of shares on the earlier of the next annual general meeting of Marvell or the one year anniversary of the restricted stock unit grant. The restricted stock unit grant was made on July 23, 2020.
Documents
Issuer
MARVELL TECHNOLOGY GROUP LTD
CIK 0001058057
Entity typeother
Related Parties
1- filerCIK 0001577816
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 5:43 PM ET
- Size
- 8.9 KB