UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Marvell Technology Group Ltd.

(Name of Issuer)

Common stock, par value $0.002 per share

(Title of Class of Securities)

G 5876H105

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).




 

CUSIP No. G 5876H105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ms. Weili Dai; and
Dr. Sehat Sutardja

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0- shares

 

6.

Shared Voting Power
75,879,864 shares*

 

7.

Sole Dispositive Power
-0- shares

 

8.

Shared Dispositive Power
75,879,864 shares *

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
75,879,864 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.97 %

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*Each Reporting Person shares dispositive and voting control over the following shares:

1.                 52,252,316 shares jointly owned by Reporting Group;

2.                 20,453,334 shares owned by The Sutardja Family Partners, a California family limited partnership (these shares are indirectly owned by Reporting Group); and

3.                 3,174,214 derivative securities jointly owned by Reporting Group and exercisable on or at March 1, 2007.

2




 

Item 1.

 

(a)

Name of Issuer
Marvell Technology Group Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
Marvell Technology Group Ltd.

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

 

Item 2.

 

(a)

Name of Person Filing
Ms. Weili Dai; and
Dr. Sehat Sutardja

 

(b)

Address of Principal Business Office or, if none, Residence
Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, CA 95054

 

(c)

Citizenship
United States

 

(d)

Title of Class of Securities
Common stock, par value $0.002 per share

 

(e)

CUSIP Number
G 5876H105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

3




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

75,879,864 shares.*

 

(b)

Percent of class:   

12.97%.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

-0- shares.

 

 

(ii)

Shared power to vote or to direct the vote    

75,879,864 shares. *

 

 

(iii)

Sole power to dispose or to direct the disposition of   

-0- shares.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

75,879,864 shares. *

 


*Each Reporting Person shares dispositive and voting control over the following shares:

 

1.      52,252,316 shares jointly owned by Reporting Group;

 

2.      20,453,334 shares owned by The Sutardja Family Partners, a California family limited partnership (these shares are indirectly owned by Reporting Group); and

 

3.      3,174,214 derivative securities jointly owned by Reporting Group and exercisable on or at March 1, 2007.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

4




Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2007.

By

 /s/ Weili Dai

 

 

 

Ms. Weili Dai

 

 

 

  By

/s/ Sehat Sutardja

 

 

 

Dr. Sehat Sutardja

 

5




Exhibit Index

Exhibit

 

Description

 

 

 

99.1

 

Agreement of Joint Filing dated as of February 14, 2007.

 

6




Agreement of Joint Filing

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Dated:  February 14, 2007.

By

 /s/ Weili Dai

 

 

 

Ms. Weili Dai

 

 

 

By

/s/ Sehat Sutardja

 

 

 

Dr. Sehat Sutardja

 

7