Marvell Technology Group Ltd (MRVL): Starboard Value Acquires More Shares

Page 22 of 31 – SEC Filing

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, and Starboard T LP, and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Item 5(c) to the Schedule 13D.  The aggregate purchase price of the 13,495,491 Shares beneficially owned by Starboard V&O Fund is approximately $115,300,546, excluding brokerage commissions. The aggregate purchase price of the 1,588,369 Shares beneficially owned by Starboard S LLC is approximately $13,564,332, excluding brokerage commissions. The aggregate purchase price of the 877,932 Shares beneficially owned by Starboard C LP is approximately $7,494,607, excluding brokerage commissions. The aggregate purchase price of the 9,310,245 Shares beneficially owned by Starboard Juliet LLC is approximately $76,534,955, excluding brokerage commissions. The aggregate purchase price of the 3,792,301 Shares beneficially owned by Starboard Select II LP is approximately $31,632,647, excluding brokerage commissions. The aggregate purchase price of the 2,883,842 Shares beneficially owned by Starboard T LP is approximately $24,054,941, excluding brokerage commissions. The aggregate purchase price of the 1,772,606 Shares held in the Starboard Value LP Account is approximately $15,621,574, excluding brokerage commissions.

The 3,246 Shares beneficially owned by Mr. Feld, were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 511,700,000 Shares outstanding, as of August 26, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2016.

A.	Starboard V&O Fund

(a)

As of the close of business on September 15, 2016, Starboard V&O Fund beneficially owned 13,495,491 Shares.

Percentage: Approximately 2.6%

(b)

1. Sole power to vote or direct vote: 13,495,491

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 13,495,491

4. Shared power to dispose or direct the disposition: 0

(c)

On September 13, 2016, Starboard V&O Fund exercised certain call options for 10,000,000 Shares at an exercise price of $5.00. On September 14, 2016, Starboard V&O Fund exercised certain call options for 1,287,308 Shares at an exercise price of $5.00.