SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MV MANAGEMENT IX LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2007

3. Issuer Name and Ticker or Trading Symbol
CAVIUM NETWORKS, INC. [ CAVM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	141,510	I⁽²⁾⁽³⁾	Menlo Ventures IX LP⁽²⁾⁽³⁾
Common Stock	4,665	I⁽⁴⁾⁽⁵⁾	Menlo Entrepreneurs Fund IX LP⁽⁴⁾⁽⁵⁾
Common Stock	705	I⁽⁶⁾⁽⁷⁾	Menlo Entrepreneurs Fund IX(A) LP⁽⁶⁾⁽⁷⁾
Common Stock	3,120	I⁽⁸⁾⁽⁹⁾	MMEF IX LP⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	CommonStock	4,513,654	⁽¹⁾	I⁽²⁾⁽³⁾	Menlo Ventures IX LP⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,268,508	⁽¹⁾	I⁽²⁾⁽³⁾	Menlo Ventures IX LP⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,091,807	⁽¹⁾	I⁽²⁾⁽³⁾	Menlo Ventures IX LP⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	148,950	⁽¹⁾	I⁽⁴⁾⁽⁵⁾	Menlo Entrepreneurs Fund IX LP⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	107,861	⁽¹⁾	I⁽⁴⁾⁽⁵⁾	Menlo Entreprenerus Fund IX LP⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	36,029	⁽¹⁾	I⁽⁴⁾⁽⁵⁾	Menlo Entrepreneurs Fund IX LP⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,054	⁽¹⁾	I⁽⁶⁾⁽⁷⁾	Menlo Entrepreneurs Fund IX (A) LP⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,074	⁽¹⁾	I⁽⁶⁾⁽⁷⁾	Menlo Entrepreneurs Fund IX (A) LP⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,583	⁽¹⁾	I⁽⁶⁾⁽⁷⁾	Menlo Entrepreneurs Fund IX (A) LP⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	81,246	⁽¹⁾	I⁽⁸⁾⁽⁹⁾	MMEF IX LP⁽⁸⁾⁽⁹⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	58,833	⁽¹⁾	I⁽⁸⁾⁽⁹⁾	MMEF IX LP⁽⁸⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,519	⁽¹⁾	I⁽⁸⁾⁽⁹⁾	MMEF IX LP⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

MV MANAGEMENT IX LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MENLO ENTREPRENEURS FUND IX A LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MENLO ENTREPRENEURS FUND IX LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MMEF IX LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MENLO VENTURES IX LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4 SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. These shares are owned directly by Menlo Ventures IX, L.P. ("Menlo IX"), of which MV Management IX, L.L.C. ("MVM-IX") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are John W. Jarve, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Kenneth H. Calhoun, Arvind Purushotham, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. John W. Jarve is a director of Issuer. Menlo IX, Menlo Entrepreneurs Fund IX, L.P. Menlo Entrepreneurs IX(A), L.P. and MMEF IX L.P. may be deemed to be a member of a Section 13(d) "group." Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo IX.

4. These shares are owned directly by Menlo Entrepreneurs Fund IX, L.P., of which MVM-IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are John W. Jarve, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Kenneth H. Calhoun, Arvind Purushotham, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. John W. Jarve is a director of Issuer.

5. Menlo IX, Menlo Entrepreneurs Fund IX, L.P. Menlo Entrepreneurs IX(A), L.P. and MMEF IX L.P. may be deemed to be a member of a Section 13(d) "group." Menlo IX, Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund IX, L.P.

6. These shares are owned directly by Menlo Entrepreneurs Fund IX (A), L.P., of which MVM-IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are John W. Jarve, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Kenneth H. Calhoun, Arvind Purushotham, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

7. John W. Jarve is a director of Issuer. Menlo IX, Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs IX(A), L.P. and MMEF IX L.P. may be deemed to be a member of a Section 13(d) "group." Menlo Entrepreneurs Fund IX, L.P., Menlo IX and MMEF IX, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund IX (A), L.P.

8. Theses shares are owned directly by MMEF IX, L.P., of which MVM-IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are John W. Jarve, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Kenneth H. Calhoun, Arvind Purushotham, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

9. John W. Jarve is a director of Issuer. Menlo IX, Menlo Entrepreneurs IX, L.P. Menlo Entrepreneurs IX(A), L.P. and MMEF IX L.P. may be deemed to be a member of a Section 13(d) "group." Menlo IX, Menlo Entrepreneurs Fund IX, L.P. and Menlo Entrepreneurs Fund IX(A), L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by MMEF IX, L.P.

	MV Management IX LLC, /s/ John W. Jarve, Managing Member	05/01/2007
	Menlo Ventures IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member	05/01/2007
	Menlo Entrepreneurs Fund IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member	05/01/2007
	Menlo Entrepreneurs Fund IX (A) LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member	05/01/2007
	MMEF IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member	05/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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