SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Mayer Bethany
(Last) (First) (Middle)
5488 MARVELL LANE
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021 		3. Issuer Name and Ticker or Trading Symbol
Marvell Technology, Inc. [ MRVL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 20,596(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) (3) Common Stock 6,651 (4) D
Explanation of Responses:
1. 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 ("MTI"), Maui Acquisition Company Ltd, a wholly owned subsidiary of MTI ("Bermuda Merger Sub"), Indigo Acquisition Corp., a wholly owned subsidiary of MTI ("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 MTI (the "Bermuda Merger"), and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of MTI (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers").
2. (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 MTI common stock, par value $0.002 per share ("MTI Stock").
3. 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.
4. Each restricted stock unit previously represented 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 MTI pursuant to the Merger Agreement and converted into a restricted stock unit relating to a share of MTI 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.
Remarks:
Exhibit 24: Power of Attorney
/s/ Bethany Mayer, by Blair Walters as Attorney-in-Fact 04/21/2021
** Signature of Reporting Person Date
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 5 (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.
                                 Power of Attorney

    Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Mitchell Gaynor, Blair Walters and Gina Christopher, or
either of them acting singly, and with full power of substitution and re-
substitution, the undersigned's true and lawful attorney-in-fact (each of such
persons and their substitutes being referred to herein as the "Attorney-in-
Fact"), with full power to act for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to:

    1.  Prepare, execute, and submit to the Securities and Exchange Commission
        ("SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        or considered by the Attorney-in-Fact to be advisable under Section 13
        or Section 16 of the Securities Exchange Act of 1934 (the "Exchange
        Act") or any rule or regulation of the SEC;

    2.  Prepare, execute and submit to the SEC, Marvell Technology, Inc. (the
        "Company"), and/or any national securities exchange on which the
        Company's securities are listed any and all reports (including any
        amendments thereto) the undersigned is required to file with the SEC, or
        which the Attorney-in-Fact considers it advisable to file with the SEC,
        under Section 13 or Section 16 of the Exchange Act or any rule or
        regulation thereunder, or under Rule 144 under the Securities Act of
        1933 ("Rule 144"), with respect to the any security of the Company,
        including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

    3.  Obtain, as the undersigned's representative and on the undersigned's
        behalf, information regarding transactions in the Company's equity
        securities from any third party, including the Company and any brokers,
        dealers, employee benefit plan administrators and trustees, and the
        undersigned hereby authorizes any such third party to release any such
        information to the Attorney-in-Fact.

    The undersigned acknowledges that:

          a)  This Power of Attorney authorizes, but does not require, the
              Attorney-in-Fact to act in his or her discretion on information
              provided to such Attorney-in-Fact without independent verification
              of such information;

          b)  Any documents prepared or executed by the Attorney-in-Fact on
              behalf of the undersigned pursuant to this Power of Attorney will
              be in such form and will contain such information as the Attorney-
              in-Fact, in his or her discretion, deems necessary or desirable;

          c)  Neither the Company nor the Attorney-in-Fact assumes any liability
              for the undersigned's responsibility to comply with the
              requirements of Section 13 or Section 16 of the Exchange Act or
              Rule 144, any liability of the undersigned for any failure to
              comply with such requirements, or any liability of the undersigned
              for disgorgement of profits under Section 16(b) of the Exchange
              Act; and

          d)  This Power of Attorney does not relieve the undersigned from
              responsibility for compliance with the undersigned's obligations
              under Section 13 or Section 16 of the Exchange Act, including,
              without limitation, the reporting requirements under Section 13 or
              Section 16 of the Exchange Act.

    The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of
Attorney.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of April 15, 2021.


                          /s/ Bethany Mayer
                         ---------------------------------
                          Name: Bethany Mayer