Edgar Filing: MARVELL TECHNOLOGY GROUP LTD

Ownership Submission

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 OF SECURITIES

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:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sutardja, Sehat

2. Issuer Name and Ticker or Trading Symbol
MARVELL TECHNOLOGY GROUP LTD [MRVL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

5488 MARVELL LANE

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015

(Street)

SANTA CLARA, CA 95054

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (Right to Acquire)

⁽¹⁾

03/11/2015

169,717 ⁽²⁾ ⁽³⁾

⁽²⁾

04/01/2015⁽²⁾

Common Shares

169,717

$ 0

169,717 ⁽³⁾

Performance Award (Right to Acquire)

⁽⁴⁾

03/11/2015

59,500 ⁽³⁾ ⁽⁵⁾

⁽⁵⁾

04/01/2015⁽⁵⁾

Common Shares

59,500

$ 0

59,500 ⁽³⁾

Restricted Stock Units (Right to Acquire)

⁽¹⁾

03/11/2015

95,078 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾

04/01/2015⁽⁶⁾

Common Shares

95,078

$ 0

95,078 ⁽⁷⁾

Performance Award (Right to Acquire)

⁽⁴⁾

03/11/2015

32,834 ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

04/01/2015⁽⁸⁾

Common Shares

32,834

$ 0

32,834 ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sutardja, Sehat 5488 MARVELL LANE SANTA CLARA, CA 95054	X	X	CEO
Dai, Weili 5488 MARVELL LANE SANTA CLARA, CA 95054	X	X	President

Signatures

/s/ Sehat Sutardja		03/13/2015
^**Signature of Reporting Person		Date
/s/ Weili Dai		03/13/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one Marvell common share.
(2)	On March 11, 2015, the Executive Compensation Committee of the Board of Directors of Marvell (the "Compensation Committee") determined that the performance criteria related to 169,717 common shares subject to a performance-based RSU award granted to Dr. Sehat Sutjarda on April 29, 2014 were met, and the common shares issuable in respect of these RSUs will vest on April 1, 2015 subject to Dr. Sutardja's continuous status as a service provider through such date.
(3)	Dr. Sehat Sutardja is the husband of Ms. Weili Dai. Dr. Sehat Sutardja holds this security in his own name. Ms. Dai may be deemed to be an indirect beneficial owner of this security.
(4)	Each performance award represents a contingent right to receive one Marvell common share.
(5)	On March 11, 2015, the Compensation Committee determined that the performance criteria related to 59,500 common shares subject to a performance award granted to Dr. Sutjarda on April 29, 2014 were met, and the common shares issuable in respect of these performance awards will vest on April 1, 2015 subject to Dr. Sutardja's continuous status as a service provider through such date.
(6)	On March 11, 2015, the Compensation Committee determined that the performance criteria related to 95,078 common shares subject to a performance-based RSU award granted to Ms. Dai on April 29, 2014 were met, and the common shares issuable in respect of these RSUs will vest on April 1, 2015 subject to Ms. Dai's continuous status as a service provider through such date.
(7)	Ms. Dai is the wife of Dr. Sutardja. Ms. Dai holds this security in her own name. Dr. Sutardja may be deemed to be an indirect beneficial owner of this security.
(8)	On March 11, 2015, the Compensation Committee determined that the performance criteria related to 32,834 common shares subject to a performance award granted to Ms. Dai on April 29, 2014 were met, and the common shares issuable in respect of these performance awards will vest on April 1, 2015 subject to Ms. Dai's continuous status as a service provider through such date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.