Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In the third quarter of fiscal 2022, the Company issued an aggregate of 1,823 shares of common stock to holders of certain notes that elected to voluntarily convert $0.05 million principal amount of the notes pursuant to the terms and conditions of the Indenture, dated as of September 12, 2016, between Inphi Corporation and Wells Fargo Bank, National Association, as trustee, as amended by the First Supplemental Indenture, dated as of April 20, 2021, and the Indenture, dated as of April 24, 2020, between Inphi Corporation and U.S.
−Removed: Bank National Association, as trustee, as amended by the First Supplemental Indenture, dated as of April 20, 2021.
−Removed: The common stock issued as a result of these conversions were issued in reliance upon the exemption from the registration in Section 3(a)(9) of the Securities Act.
+Added: There were no sales of unregistered equity securities during the three months ended April 30, 2022.
Issuer Purchases of Equity Securities
−Removed: Our share repurchase program was temporarily suspended in late March 2020 to preserve cash during the COVID-19 pandemic.
−Removed: We are focused on reducing our debt and de-levering our balance sheet.
−Removed: As a result, the Company did not repurchase any shares during the three months ended October 30, 2021.
−Removed: Although share repurchases are temporarily suspended, we have $564.5 million of repurchase authority remaining under our current share repurchase program.
+Added: We resumed our stock repurchase program in the first quarter of fiscal 2023, which had been temporarily suspended in fiscal 2021 to preserve cash during the COVID-19 pandemic.
+Added: The following table presents details of our share repurchases during the three months ended April 30, 2022 (in millions, except per share data):
+Added: Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
+Added: January 30, 2022 to February 26, 2022 — $ — — $ 564.5
+Added: February 27, 2022 to March 26, 2022 — $ — — $ 564.5
+Added: March 27, 2022 to April 30, 2022 0.3 $ 61.21 0.3 $ 549.5
+Added: Total 0.3 $ 61.21 0.3
+Added: (1) The monthly periods presented above for the three months ended April 30, 2022, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
+Added: (2) On November 17, 2016, we announced that our Board of Directors had authorized a $1.0 billion share repurchase plan with no fixed expiration.
+Added: On October 16, 2018, we announced that our Board of Directors authorized a $700.0 million addition to the balance of our existing share repurchase plan.
+Added: Our existing share repurchase program had approximately $304.0 million of repurchase authority remaining as of October 16, 2018 prior to the approval addition.
+Added: We intend to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.
+Added: The share repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our common shares and the repurchase program may be extended, modified, suspended or discontinued at any time.
Item Form File Number Incorporated by
3 unchanged sentences
8-K 000-30877 2.1 10/30/2020
+Added: 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc.
+Added: dated as of November 19, 2017
+Added: 8-K 000-30877 2.1 11/20/2017
+Added: 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019
+Added: 10-Q 000-30877 2.1 9/4/2019
3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
48 unchanged sentences
S-8 333-255384 4.1 4/20/2021
+Added: 10.7.1# Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)
+Added: 8-K 000-30877 10.2 9/26/2013
+Added: 10.7.2# Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan
+Added: 10-Q 000-30877 10.2 6/5/2014
+Added: 10.7.3# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan
+Added: 10-K 000-30877 10.3.11 3/29/2018
+Added: 10.7.4# Form of Relative TSR RSU Grant Notice
+Added: 10-Q 000-30877 10.3 6/6/2019
+Added: 10.7.5# Form of Value Creation Performance Based Restricted Stock Unit Grant Notice
+Added: 10-Q 000-30877 10.1 6/6/2019
+Added: 10.7.6# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021
+Added: 10-Q 001-40357 10.21 8/27/2021
+Added: 10.7.7# Form of Relative TSR RSU Grant Notice as amended March 2022
+Added: Filed herewith
+Added: 10.7.8# Form of Relative TSR and EPS RSU Grant Notice
+Added: Filed herewith
10.8# Marvell Technology Group Ltd.
6 unchanged sentences
S-8 333-255384 4.3 4/20/2021
+Added: 10.8.2# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021
+Added: 10-Q 001-40357 10.22 8/27/2021
+Added: 10.9# Offer Letter between the Marvell and Matthew J.
+Added: Murphy and form of Severance Agreement attached thereto as Appendix B
+Added: 8-K 000-30877 10.1 6/20/2016
+Added: 10.9.1# Severance Agreement with Matt Murphy as amended December 1, 2020
+Added: 10-Q 000-30877 10.6 12/4/2020
10.10# Cavium, Inc.
23 unchanged sentences
10-Q 000-30877 10.4 9/8/2016
−Removed: 10.20# Fiscal Year 2022 Named Executive Officer Compensation
+Added: 10.20# Fiscal 202 3 Named Executive Officer Compensation
+Added: Filed herewith
+Added: 10.21# Marvell Technology Group Ltd.
+Added: Change in Control Severance Plan and Summary Plan Description effective June 2016 and updated June 2020
10-Q 000-30877 10.1 8/28/2020
−Removed: 10.21# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021
+Added: 10.22 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
+Added: 8-K 000-30877 99.1 6/5/2019
+Added: 10.23# Offer Letter between Marvell and Mitchell Gaynor
10-Q 000-30877 10.3 9/8/2016
−Removed: 10.22# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021
+Added: 10.24# Severance Agreement between the Company and Mitchell Gaynor
+Added: 10-K 000-30877 10.23 3/28/2017
+Added: 10.25# Offer Letter between the Company and Jean Hu
+Added: 8-K 000-30877 10.1 8/23/2016
+Added: 10.26# Offer Letter between Marvell and Raghib Hussain
10-Q 000-30877 10.3 9/12/2018
+Added: 10.27# Offer Letter for Dean Jarnac and promotion summary of terms
+Added: 10-Q 000-30877 10.9 12/4/2019
10.28# Innovium, Inc.
4 unchanged sentences
S-4 333-260832 4.6 11/5/2021
+Added: 10.30 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended;
+Added: S-4 333-251606 12/22/2020
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
22 unchanged sentences
MARVELL TECHNOLOGY, INC.
−Removed: December 3, 2021
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.