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

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

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

* 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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This Statement on Schedule 13D (this “Statement”) relates to the Common Shares, par value $0.002 per share (the “Common Stock”), of Marvell Technology Group Ltd., a Bermuda company (the “Issuer”).  The Issuer’s principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

(a), (f)              This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by:

(i) Compass Holdings L.P., a Cayman Islands limited partnership (“Compass Holdings”);

(ii) Compass Holdings GP Limited, a Cayman Islands company (“Compass Holdings GP”);

(iii) Compass Holdings II L.P., a Cayman Islands limited partnership (“Compass Holdings II”);

(iv) Compass Holdings GP II Limited, a Cayman Islands company (“Compass Holdings GP II”);

(v) KKR North America Fund XI (AIV 1) L.P., a Cayman Islands limited partnership (“KKR North America Fund XI”);

(vi) KKR Associates North America XI L.P., a Cayman Islands limited partnership (“KKR Associates North America XI”);

(vii) KKR North America XI Limited, a Cayman Islands company;

(viii) KKR Fund Holdings LP, a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(ix) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”);

(x) KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Group Holdings”);

(xi) KKR Group Limited, a Cayman Islands limited company (“KKR Group”);

(xii) KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”);

(xiii) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(xiv) Henry R. Kravis, a United States citizen; and

(xv) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xv) are collectively referred to herein as the “Reporting Persons”).

Compass Holdings GP is the general partner of Compass Holdings.  Compass Holdings GP II is the general partner of Compass Holdings II.  KKR North America Fund XI is the sole shareholder of each of Compass Holdings GP and Compass Holdings GP II.  KKR Associates North America XI is the general partner of KKR North America Fund XI.  KKR North America XI Limited is the general partner of KKR Associates North America XI.  KKR Fund Holdings is the sole member of KKR North America XI Limited.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings. KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR Group is the general partner of KKR Group Holdings. KKR & Co. is the sole shareholder of KKR Group. KKR Management is the general partner of KKR & Co.  Messrs. Kravis and Roberts are officers and the designated members of KKR Management.

The directors of each of Compass Holdings GP and Compass Holdings GP II are: William J. Janetschek and Justin Sabet-Peyman.  The directors of KKR North America XI Limited are: Todd A. Fisher, Mr. Janetschek and David J. Sorkin.  The officers of KKR North America XI Limited are: Messrs. Kravis, Roberts, Sorkin, Scott C. Nuttall, Alexander Navab, Jr., Michael W. Michelson and Suzanne O. Donohoe.  Each of Messrs. Fisher, Janetschek and Sorkin is a director of KKR Fund Holdings GP and KKR Group and an officer of KKR Management.

Ms. Donohoe and each of Messrs. Fisher, Janetschek, Sorkin, Nuttall, Navab, Michelson and Sabet-Peyman is a United States citizen.

(b)                                 The address of the principal business office of Compass Holdings, Compass Holdings GP, Compass Holdings II, Compass Holdings GP II, KKR North America Fund XI, KKR Associates North America XI, KKR North America XI Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co., KKR Management, Ms. Donohoe and Messrs. Kravis, Fisher, Janetschek, Sorkin, Nuttall and Navab is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

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The address of the principal business office of Messrs. Roberts, Michelson and Sabet-Peyman is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c)                                  Each of Compass Holdings, Compass Holdings GP, Compass Holdings II and Compass Holdings GP II is formed solely for the purpose of investing in the Issuer.

KKR North America Fund XI is principally engaged as a holding company of Compass Holdings GP and Compass Holdings GP II.  KKR Associates North America XI is principally engaged in the business of being the general partner of KKR North America Fund XI.  KKR North America XI Limited is principally engaged in the business of being the general partner of KKR Associates North America XI.

Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business.

The present principal occupation or employment of each of Ms. Donohoe and Messrs. Kravis, Roberts, Fisher, Janetschek, Sorkin, Nuttall, Navab, Michelson and Sabet-Peyman is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates.

(d)                                 During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                  During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

A total of $266,100,539 was paid by Compass Holdings to acquire the securities reported herein as directly held by it.  The purchase of the securities was made with funds available to Compass Holdings and the affiliates thereof, including capital contributions from investors.

A total of $137,541,425 was paid by Compass Holdings II to acquire the securities reported herein as directly held by it (as described below).  The purchase of the securities was made with funds available to Compass Holdings II and the applicable affiliates thereof, including capital contributions from investors.

Compass Holdings II entered into share forward transactions with an unaffiliated third-party financial institution on October 14, 2013 and October 24, 2013 with respect to an aggregate of 11,641,300 shares of Common Stock. Such share forward transactions were initially to be cash-settled only.  However, pursuant to the terms of the share forward agreements, upon satisfaction of all waiting periods and filing requirements under the Hart-Scott Rodino Antitrust Improvements Act of 1976, which satisfaction occurred on December 19, 2013, such share forward transactions became subject to physical settlement by default, unless Compass Holdings II elected, in its own discretion, for such transactions to be cash-settled.  Therefore, as of December 19, 2013, Compass Holdings II became the beneficial owner of the shares of Common Stock underlying such share forward transactions.  On December 20, 2013, the share forward transactions were optionally terminated early by Compass Holdings II and physically settled pursuant to the terms of the share forward agreements.

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.

The Reporting Persons acquired beneficial ownership of the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire

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additional shares of Common Stock or other securities of the Issuer, dispose, or cause affiliates to dispose, of some or all of the Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).

In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other person named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

(a) and (b). The Reporting Persons beneficially own an aggregate of 33,641,300 shares of Common Stock, which represent, in the aggregate, approximately, 6.8% of the outstanding shares of Common Stock.  The percentage of beneficial ownership in this Schedule 13D is based on 491,900,000 shares of Common Stock outstanding as of November 27, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 6, 2013.

Compass Holdings directly holds 22,000,000 shares of Common Stock, which represents approximately 4.5% of the outstanding shares of Common Stock.  Compass Holdings GP (as the general partner of Compass Holdings), KKR North America Fund XI (as the sole shareholder of Compass Holdings GP), KKR Associates North America XI (as the general partner of KKR North America Fund XI), KKR North America XI Limited (as the general partner of KKR Associates North America XI), KKR Fund Holdings (as the sole shareholder of KKR North America XI Limited), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Compass Holdings, and each disclaims beneficial ownership of the securities.

Compass Holdings II directly holds 11,641,300 shares of Common Stock, which represents approximately 2.4% of the outstanding shares of Common Stock.  Compass Holdings GP II (as the general partner of Compass Holdings II), KKR North America Fund XI (as the sole shareholder of Compass Holdings GP II), KKR Associates North America XI (as the general partner of KKR North America Fund XI), KKR North America XI Limited (as the general partner of KKR Associates North America XI), KKR Fund Holdings (as the sole shareholder of KKR North America XI Limited), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Compass Holdings II, and each disclaims beneficial ownership of the securities.

None of Ms. Donohoe or Messrs. Fisher, Janetschek, Sorkin, Nuttall, Navab, Michelson or Sabet-Peyman beneficially owns any shares of Common Stock.

(c) Except as set forth in this Statement, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

(e) Not applicable.

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The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference.

Following their respective acquisitions of securities described in Item 3, each of Compass Holdings and Compass Holdings II individually entered into credit facilities with banks, pursuant to which the shares of Common Stock reported herein as directly held by it were pledged, among other assets, as collateral to secure its payment and performance under its respective margin loan agreement, which have customary default and similar provisions.

The descriptions of the pledge arrangements entered into by Compass Holdings and Compass Holdings II are qualified in their entirety by reference to the full text of the pledge and security agreements, copies of which are attached hereto as Exhibit C and Exhibit D, respectively.

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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: December 30, 2013

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EXHIBIT INDEX

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EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, $.002 par value, of Marvell Technology Group Ltd., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:  December 30, 2013

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EXHIBIT B

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

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POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

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POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint Richard J. Kreider and David J. Sorkin, or either one of them or any other person acting at the direction of either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as an officer, member or partner of any entity for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

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EXHIBIT C

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “Pledge Agreement”) is entered into as of October 7, 2013, by and between [Bank], as Collateral Agent (“Secured Party”) for the benefit of the Lenders (as defined below) and the Administrative Agent, and Compass Holdings L.P., a Cayman Islands exempted limited partnership (acting by its general partner, Compass Holdings GP Limited (“Borrower General Partner”)), as Pledgor (“Pledgor”), and by Compass Holdings GP Limited, a Cayman Islands exempted company, as Pledgor’s general partner.

Reference is made herein to that certain Margin Loan Agreement of even date herewith among Pledgor, as “Borrower,” Borrower General Partner, as Borrower’s general partner, KKR North America Fund XI (AIV I) L.P., as guarantor (“Guarantor”), KKR Associates North America XI L.P. (“Guarantor General Partner”), as Guarantor’s general partner, KKR North America XI Limited, as Guarantor General Partner’s general partner, the several Lenders from time to time party thereto (the “Lenders”) and [Bank], as Administrative Agent, Collateral Agent and Calculation Agent (as such may be amended, modified, supplemented or restated from time to time, the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Loan Agreement.

WHEREAS, the Lenders have required, as a condition to the obligation of each Lender to make the Advances to Borrower under the Loan Agreement, that Pledgor and Borrower General Partner execute and deliver this Pledge Agreement; and

WHEREAS, Pledgor agrees to grant a security interest in, and pledge and assign as applicable, the Collateral (as defined below) to Secured Party, as herein provided,

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto agree as follows:

1.                            Security Interest.  For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby pledges, collaterally assigns and grants to Secured Party, on its behalf and for the benefit of the Lenders and Administrative Agent, a continuing first priority security interest in and lien on, and a right of set-off against, the Collateral to secure the payment and the performance of the Secured Obligations (as defined below).

2.                            Collateral.  The security interest granted hereunder to Secured Party is in all of Pledgor’s right, title and interest in and to, or otherwise with respect to, the following property and assets whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the “Collateral”):

(a)                                 (i) the Collateral Shares; (ii) all dividends, shares, securities, cash, instruments, moneys or property (a) representing a dividend, distribution or return of capital in respect of any of the Collateral Shares or other property described in this definition, (b) resulting from a split-up, revision, reclassification, recapitalization or other similar change with respect to any of the Collateral Shares or other property described in

this definition or (c) otherwise received in exchange for or converted from any of the Collateral Shares or other property described in this definition and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Collateral Shares or other property described in this definition; (iii) in the event of any consolidation or merger with respect to Issuer in which Issuer is not the surviving entity, all shares of each class of the capital stock of the successor entity formed by or resulting from such consolidation or merger; and (iv) any other consideration that is exchanged for the Collateral Shares or into which the Collateral Shares are converted;

(b)                                 the Account (as defined below) and any cash, securities (including the Collateral Shares), general intangibles, investment property, financial assets, and other property that may from time to time be deposited, credited, held or carried in the Account or that is delivered to or in possession or control of Secured Party or any of Secured Party’s agents; all security entitlements as defined in §8-102(a)(17) of the UCC (as defined below) with respect to any of the foregoing and all income and profits on any of the foregoing, all dividends, interest and other payments and distributions with respect to any of the foregoing, all other rights and privileges appurtenant to any of the foregoing, including any voting rights and any redemption rights, and any substitutions for any of the foregoing and any proceeds of any of the foregoing, in each case whether now existing or hereafter arising;

(c)                                  Pledgor’s rights under the Margin Loan Documents; and

(d)                                 all Proceeds (as defined below) of the Collateral described in the foregoing clauses (a) through (c).

As used herein, the term “Account” means that certain securities account No. [           ] of Pledgor established and maintained by the Custodian, including any subaccount, substitute, successor or replacement securities or deposit account in or to which any Collateral is now or hereafter held or credited.  Any renumbering of the Account by Custodian shall not limit the rights of Secured Party hereunder, and to the extent necessary such renumbering shall be automatically incorporated into the definition of Account.  “Proceeds” means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, or other disposition of, or other realization upon, any Collateral.

As used herein, “First Priority” means, with respect to any Lien on the Collateral  purported to be created hereby, that such Lien is the only Lien (other than Permitted Liens) as to which such Collateral is subject.

The security interest granted hereunder is granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor with respect to any of the Collateral or any transaction in connection therewith.

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3.                                      Collateral Maintenance and Administration.

(a)                   Upon written demand of Secured Party, Pledgor agrees to pay all Taxes that Secured Party may be required to pay by reason of the security interest granted herein (including any Taxes with respect to (x) income with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) prior to the due date thereof or to free any Collateral from any Lien thereon (other than Permitted Liens), and upon the failure of Pledgor to do so, Secured Party at its option and upon notice to Pledgor may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Pledgor agrees to reimburse Secured Party for any such amounts as provided under Section 6(b).

(b)                   The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes.

4.                            Secured Obligations.  All Obligations (the “Secured Obligations”) are secured by this Pledge Agreement.