Sec Form 4 Filing - Micallef Andrew @ MARVELL TECHNOLOGY GROUP LTD - 2020-04-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Micallef Andrew 2. Issuer Name and Ticker or Trading Symbol MARVELL TECHNOLOGY GROUP LTD [ MRVL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO (Last) (First) (Middle) 5488 MARVELL LANE 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2020 (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 Shares 04/15/2020 M 7,412 A $ 0 87,311 D Common Shares 04/15/2020 F( 1 ) 3,675 D $ 25.15 83,636 D Common Shares 04/15/2020 M 1,515 A $ 0 85,151 D Common Shares 04/15/2020 F( 1 ) 752 D $ 25.15 84,399 D Common Shares 04/15/2020 M 2,109 A $ 0 86,508 D Common Shares 04/15/2020 F( 1 ) 1,046 D $ 25.15 85,462 D Common Shares 04/15/2020 M 2,812 A $ 0 88,274 D Common Shares 04/15/2020 F( 1 ) 1,395 D $ 25.15 86,879 D Common Shares 04/15/2020 M 25,668 A $ 0 112,547 D Common Shares 04/15/2020 F( 1 ) 12,727 D $ 25.15 99,820 D Common Shares 04/15/2020 M 21,423 A $ 0 121,243 D Common Shares 04/15/2020 F( 1 ) 10,622 D $ 25.15 110,621 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 ( 2 ) 04/15/2020 M 7,412 ( 3 ) ( 3 ) Common Shares 7,412 $ 0 0 D Restricted Stock Units ( 2 ) 04/15/2020 M 1,515 ( 4 ) ( 4 ) Common Shares 1,515 $ 0 6,058 D Restricted Stock Units ( 2 ) 04/15/2020 M 2,109 ( 5 ) ( 5 ) Common Shares 2,109 $ 0 16,871 D Restricted Stock Units ( 2 ) 04/15/2020 M 2,812 ( 6 ) ( 6 ) Common Shares 2,812 $ 0 2,812 D Performance Based Restricted Stock Units ( 2 ) 04/15/2020 M 25,668 ( 7 ) ( 7 ) Common Shares 25,668 $ 0 0 D Performance Based Restricted Stock Units ( 2 ) 04/15/2020 M 21,423 ( 8 ) ( 8 ) ( 8 ) Common Shares 21,423 $ 0 0 D Restricted Stock Units ( 2 ) 04/15/2020 A 29,822 ( 9 ) ( 9 ) Common Shares 29,822 $ 0 29,822 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Micallef Andrew 5488 MARVELL LANE SANTA CLARA, CA95054 COO Signatures /s/ Andrew Micallef by Blair Walters as Attorney-in-Fact 04/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Surrender of shares in payment of tax withholding due as a result of the vesting of restricted stock units ("RSUs"). ( 2 )Each RSU represents a contingent right to receive one Marvell Technology Group Ltd. common share upon vesting. ( 3 )This grant is fully vested. ( 4 )The remaining RSUs vest quarterly on each of 07/15/2020, 10/15/2020, 01/15/2021, and 04/15/2021. ( 5 )The remaining RSUs vest quarterly on each of 07/15/2020, 10/15/2020, 01/15/2021, 04/15/2021, 07/15/2021, 10/15/2021, 01/15/2022 and 04/15/2022. ( 6 )The RSUs vest over eighteen months in three equal installments, with the final installment on October 15, 2020. ( 7 )This grant is fully vested. ( 8 )This grant is fully vested. Reflects the number of shares earned in respect of performance based restricted stock units originally granted on April 15, 2017. The achievement levels of the relative TSR performance metrics applicable to the award and the number of shares earned based on such results were certified on April 15, 2020. ( 9 )The RSUs will vest in equal quarterly installments over three years, and were granted as part of the annual grant process.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.