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

Marvell Technology Group Ltd (NASDAQ:MRVL): Jeffrey Smith’s Starboard Value LP filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 33,720,786 33,720,786 33,720,786 33,720,786 6.9%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 13,495,491 13,495,491 33,720,786 13,495,491 2.7%
STARBOARD VALUE AND OPPORTUNITY S 1,588,369 1,588,369 33,720,786 1,588,369 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 877,932 877,932 877,932 Less than 1%
STARBOARD VALUE R 877,932 877,932 877,932 Less than 1%
STARBOARD VALUE R GP 877,932 877,932 877,932 Less than 1%
STARBOARD LEADERS JULIET 9,310,245 9,310,245 9,310,245 1.9%
STARBOARD LEADERS FUND 9,310,245 9,310,245 9,310,245 1.9%
STARBOARD LEADERS SELECT II 3,792,301 3,792,301 3,792,301 Less than 1%
STARBOARD LEADERS SELECT II GP 3,792,301 3,792,301 3,792,301 Less than 1%
STARBOARD LEADERS SELECT FUND 3,792,301 3,792,301 3,792,301 Less than 1%
STARBOARD T FUND 2,883,842 2,883,842 2,883,842 Less than 1%
STARBOARD VALUE A 15,986,388 15,986,388 15,986,388 3.3%
STARBOARD VALUE A GP 15,986,388 15,986,388 15,986,388 3.3%
STARBOARD VALUE GP 33,720,786 33,720,786 33,720,786 6.9%
STARBOARD PRINCIPAL CO 33,720,786 33,720,786 33,720,786 6.9%
STARBOARD PRINCIPAL CO GP 33,720,786 33,720,786 33,720,786 6.9%
JEFFREY C. SMITH 20,568 20,568 33,720,786 6.9%
MARK R. MITCHELL 33,720,786 6.9%
PETER A. FELD 33,741,354 6.9%

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Page 1 of 30 – SEC Filing

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, 18th 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).

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Page 2 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 33,720,786
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
33,720,786
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,495,491
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,495,491
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,495,491
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
CO
3

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Page 4 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,588,369
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,588,369
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,369
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 877,932
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
877,932
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 877,932
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
877,932
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 877,932
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
877,932
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD LEADERS JULIET LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 9,310,245
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,310,245
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,310,245
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
OO
8

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Page 9 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD LEADERS FUND LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 9,310,245
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,310,245
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,310,245
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
PN
9

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Page 10 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD LEADERS SELECT II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,792,301
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,792,301
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,792,301
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
10

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Page 11 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD LEADERS SELECT II GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,792,301
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,792,301
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,792,301
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
11

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Page 12 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD LEADERS SELECT FUND LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,792,301
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,792,301
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,792,301
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
12

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Page 13 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD T FUND LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,883,842
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,883,842
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,883,842
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
13

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Page 14 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE A LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,986,388
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,986,388
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,986,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON
PN
14

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Page 15 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE A GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,986,388
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,986,388
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,986,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON
OO
15

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Page 16 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 33,720,786
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
33,720,786
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
OO
16

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Page 17 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 33,720,786
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
33,720,786
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
PN
17

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Page 18 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 33,720,786
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
33,720,786
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
OO
18

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Page 19 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
JEFFREY C. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 33,720,786
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
33,720,786
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
19

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Page 20 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
MARK R. MITCHELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 33,720,786
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
33,720,786
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,720,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
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Page 21 of 30 – SEC Filing

1 NAME OF REPORTING PERSON
PETER A. FELD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,568
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 33,720,786
PERSON WITH 9 SOLE DISPOSITIVE POWER
20,568
10 SHARED DISPOSITIVE POWER
33,720,786
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,741,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
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Page 22 of 30 – SEC Filing

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. 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 $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. Purpose of Transaction.

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).

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Page 23 of 30 – SEC Filing

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 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.

A. Starboard V&O Fund
(a) As of the close of business on November 21, 2017, Starboard V&O Fund beneficially owned 13,495,491
Shares.

Percentage: Approximately 2.7%

(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) Starboard V&O Fund has not entered into any transactions in the Shares during the past sixty
days.
B. Starboard S LLC
(a) As of the close of business on November 21, 2017, Starboard S LLC beneficially owned 1,588,369
Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 1,588,369
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,588,369
4. Shared power to dispose or direct the disposition: 0
(c) Starboard S LLC has not entered into any transactions in the Shares during the past sixty days.
C. Starboard C LP
(a) As of the close of business on November 21, 2017, Starboard C LP beneficially owned 877,932 Shares.

Percentage: Less than 1%

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Page 24 of 30 – SEC Filing

(b) 1. Sole power to vote or direct vote: 877,932
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 877,932
4. Shared power to dispose or direct the disposition: 0
(c) Starboard C LP has not entered into any transactions in the Shares during the past sixty days.
D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 877,932 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 877,932
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 877,932
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 877,932 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 877,932
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 877,932
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
F. Starboard Juliet LLC
(a) As of the close of business on November 21, 2017, Starboard Juliet LLC beneficially owned 9,310,245
Shares.

Percentage: Approximately 1.9%

(b) 1. Sole power to vote or direct vote: 9,310,245
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,310,245
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Juliet LLC has not entered into any transactions in the Shares during the past sixty
days.
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Page 25 of 30 – SEC Filing

G. Starboard Leaders Fund
(a) Starboard Leaders Fund, as a member of Starboard Juliet LLC, may be deemed the beneficial owner
of the 9,310,245 Shares owned by Starboard Juliet LLC.

Percentage: Approximately 1.9%

(b) 1. Sole power to vote or direct vote: 9,310,245
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,310,245
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty
days.
H. Starboard Select II LP
(a) As of the close of business on November 21, 2017, Starboard Select II LP beneficially owned 3,792,301
Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,792,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,792,301
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Select II LP has not entered into any transactions in the Shares during the past sixty
days.
I. Starboard Select II GP
(a) Starboard Select II GP, as the general partner of Starboard Select II LP, may be deemed the beneficial
owner of the 3,792,301 Shares owned by Starboard Select II LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,792,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,792,301
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Select II GP has not entered into any transactions in the Shares during the past sixty
days.
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Page 26 of 30 – SEC Filing

J. Starboard Select Fund
(a) Starboard Select Fund, as the sole member of Starboard Select II GP, may be deemed the beneficial
owner of the 3,792,301 Shares owned by Starboard Select II LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,792,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,792,301
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Select Fund has not entered into any transactions in the Shares during the past sixty
days.
K. Starboard T LP
(a) As of the close of business on November 21, 2017, Starboard T LP beneficially owned 2,883,842 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 2,883,842
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,883,842
4. Shared power to dispose or direct the disposition: 0
(c) Starboard T LP has not entered into any transactions in the Shares during the past sixty days.
L. Starboard A LP
(a) Starboard A LP, as the general partner of Starboard Leaders Fund, Starboard Select Fund and Starboard
T LP and the managing member of Starboard Juliet LLC, may be deemed the beneficial owner of the (i) 9,310,245 Shares owned by Starboard
Juliet LLC, (ii) 3,792,301 Shares owned by Starboard Select II LP and (iii) 2,883,842 Shares owned by Starboard T LP.

Percentage: Approximately 3.3%

(b) 1. Sole power to vote or direct vote: 15,986,388
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,986,388
4. Shared power to dispose or direct the disposition: 0
(c) Starboard A LP has not entered into any transactions in the Shares during the past sixty days.
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Page 27 of 30 – SEC Filing

M. Starboard A GP
(a) Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of
the (i) 9,310,245 Shares owned by Starboard Juliet LLC, (ii) 3,792,301 Shares owned by Starboard Select II LP and (iii) 2,883,842
Shares owned by Starboard T LP.

Percentage: Approximately 3.3%

(b) 1. Sole power to vote or direct vote: 15,986,388
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,986,388
4. Shared power to dispose or direct the disposition: 0
(c) Starboard A GP has not entered into any transactions in the Shares during the past sixty days.
N. Starboard Value LP
(a) As of the close of business on November 21, 2017, 1,772,606 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Juliet LLC, Starboard
Select II LP, Starboard T LP, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial
owner of the (i) 13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard S LLC, (iii) 877,932
Shares owned by Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares owned by Starboard Select
II LP, (vi) 2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 33,720,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 33,720,786
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value LP has not entered into any transactions in the Shares during the past sixty days.
O. Starboard Value GP
(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard S LLC, (iii) 877,932
Shares owned by Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares owned by Starboard Select
II LP, (vi) 2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 33,720,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 33,720,786
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
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Page 28 of 30 – SEC Filing

P. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard S LLC, (iii) 877,932 Shares owned by
Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares owned by Starboard Select II LP, (vi)
2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 33,720,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 33,720,786
4. Shared power to dispose or direct the disposition: 0
(c) Principal Co has not entered into any transactions in the Shares during the past sixty days.
Q. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard S LLC, (iii) 877,932 Shares owned
by Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares owned by Starboard Select II LP, (vi)
2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 33,720,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 33,720,786
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares during the past sixty days.
R. Messrs. Smith and Mitchell
(a) Each of Messrs. Smith and Mitchell, as a member of Principal GP and as a member of each of the
Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of
the (i) 13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard S LLC, (iii) 877,932 Shares
owned by Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares owned by Starboard Select II
LP, (vi) 2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 33,720,786
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 33,720,786
(c) None of Messrs. Smith or Mitchell has entered into any transactions in the Shares during the past
sixty days.
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Page 29 of 30 – SEC Filing

S. Mr. Feld
(a) As of the date hereof, Mr. Feld beneficially owned 20,568 Shares. Mr. Feld, as a member of Principal
GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may
be deemed the beneficial owner of the (i) 13,495,491 Shares owned by Starboard V&O Fund, (ii) 1,588,369 Shares owned by Starboard
S LLC, (iii) 877,932 Shares owned by Starboard C LP, (iv) 9,310,245 Shares owned by Starboard Juliet LLC, (v) 3,792,301 Shares
owned by Starboard Select II LP, (vi) 2,883,842 Shares owned by Starboard T LP, and (vii) 1,772,606 Shares held in the Starboard
Value LP Account.

Percentage: Approximately 6.9%

(b) 1. Sole power to vote or direct vote: 20,568
2. Shared power to vote or direct vote: 33,720,786
3. Sole power to dispose or direct the disposition: 20,568
4. Shared power to dispose or direct the disposition: 33,720,786
(c) Mr. Feld has not entered into any transactions in the Shares during the past sixty days

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. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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. Material to be Filed as Exhibits

Item 7 is hereby amended
to add the following exhibit:

99.1 Voting Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value
and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Leaders Juliet LLC, Starboard Leaders Select II LP, Starboard
T Fund LP, Starboard Value LP and Peter A. Feld and Cavium, Inc., dated November 19, 2017.
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Page 30 of 30 – SEC Filing

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

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

Starboard Value and Opportunity
S LLC

By: Starboard Value LP,

its manager

Starboard Value and Opportunity
C LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD LEADERS JULIET LLC

By: Starboard Value A LP,

its managing member

 

Starboard Leaders Fund LP

By: Starboard Value A LP,

its general partner

Starboard Leaders Select
II LP

By: Starboard Leaders Select II GP LLC,

its general partner

Starboard Leaders Select
Fund LP

By: Starboard Value A LP,

its general partner

Starboard T Fund LP

By: Starboard Value A LP,

its general partner

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value A GP LLC

 

Starboard Value R GP LLC

 

Starboard Leaders Select
II GP LLC

By:

/s/ Jeffrey C. Smith

Name: Jeffrey C. Smith
Title: Authorized Signatory

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Individually and as attorney-in-fact for Mark R. Mitchell
and Peter A. Feld

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