13D Filing: Starboard Value LP and Marvell Technology Group Ltd (MRVL)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Marvell Technology Group Ltd.

(Name
of Issuer)

Common Stock,
$0.002 par value per share

(Title of Class of Securities)

G5876H105

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18^th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

November 19, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

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 $114,184,450, excluding brokerage commissions. The aggregate purchase price of the 1,588,369 Shares beneficially
owned by Starboard S LLC is approximately $13,429,457, excluding brokerage commissions. The aggregate purchase price of the 877,932
Shares beneficially owned by Starboard C LP is approximately $7,419,802, 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 20,568 Shares
beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.

Item 4 is hereby amended
to add the following:

On November 19, 2017,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a voting agreement (the “Voting
Agreement”) with Cavium, Inc., a Delaware corporation (“Cavium”), in connection with that certain Agreement and
Plan of Merger (the “Merger Agreement”), dated November 19, 2017, by and among the Issuer, Kauai Acquisition Corp.,
a Delaware corporation and an indirect wholly owned subsidiary of the Issuer (“Merger Sub”), and Cavium, pursuant to
which Merger Sub will merge with and into Cavium (the “Merger”), with Cavium continuing as an indirect wholly owned
subsidiary of the Issuer. The following description of the Voting Agreement is qualified in its entirety by reference to the Voting
Agreement, which is attached hereto as Exhibit 99.1.  In addition, reference is made to the Merger Agreement, which is attached
as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November
20, 2017.

Pursuant to the Voting
Agreement, Starboard has agreed, among other things, to vote all Shares beneficially owned at such time in favor of the issuance
of Shares by the Issuer in connection with the Merger and in favor of any action in furtherance of such issuance (the “Issuance”).
The Voting Agreement will terminate upon the earliest of: (i) the date upon which the Merger Agreement is validly terminated; (ii)
the date upon which the Merger becomes effective; (iii) the date of any amendment, modification or supplement to the Merger Agreement,
in each such case if such amendment, modification or supplement materially and adversely affects the economic interests or share
ownership of the Issuer’s shareholders; (iv) the date upon which Cavium and Starboard agree to terminate the Voting Agreement
in writing; (v) the date upon which the board of directors of the Issuer makes a Parent Adverse Recommendation Change (as defined
in the Merger Agreement); (vi) the date upon which the board of directors of Cavium makes a Company Adverse Recommendation Change
(as defined in the Merger Agreement); and (vii) the date of any Company Triggering Event (as defined in the Merger Agreement).

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 491,141,269 Shares outstanding, as of November 16, 2017, which
is the total number of Shares outstanding as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Form
8-K filed with the SEC on November 20, 2017.

Percentage: Approximately 2.7%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.9%

Percentage: Approximately 1.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 3.3%

Percentage: Approximately 3.3%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended
to add the following:

On November 19, 2017,
Starboard and Cavium entered into the Voting Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended
to add the following exhibit:

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: November 21, 2017