FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAVIUM NETWORKS, INC. [ CAVM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/07/2007 | C | 8,873,969 | A | (1) | 9,015,479 | I | Held by Menlo Ventures IX LP(2)(3) | ||
Common Stock | 05/07/2007 | C | 292,840 | A | (1) | 297,505 | I | Held by Menlo Entrepreneurs Fund IX LP(4)(5) | ||
Common Stock | 05/07/2007 | C | 36,711 | A | (1) | 36,416 | I | Held by Menlo Entrepreneurs Fund IX A LP(6)(7) | ||
Common Stock | 05/07/2007 | C | 160,598 | A | (1) | 163,718 | I | Held by MMEF IX LP(8)(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (1) | 05/07/2007 | C | 4,513,654 | (1) | (1) | Common Stock | 4,513,654 | $0 | 0 | I | By Menlo Ventures IX LP(2)(3) | |||
Series B Preferred Stock | (1) | 05/07/2007 | C | 148,950 | (1) | (1) | Common Stock | 148,950 | $0 | 0 | I | By Menlo Entrepreneurs Fund IX LP(4)(5) | |||
Series B Preferred Stock | (1) | 05/07/2007 | C | 18,054 | (1) | (1) | Common Stock | 18,054 | $0 | 0 | I | Menlo Entrepreneurs Fund IX (A), L.P(6)(7) | |||
Series B Preferred Stock | (1) | 05/07/2007 | C | 81,246 | (1) | (1) | Common Stock | 81,246 | $0 | 0 | I | MMEF IX, L.P.(8)(9) | |||
Series C Preferred Stock | (1) | 05/07/2007 | C | 3,268,508 | (1) | (1) | Common Stock | 3,268,508 | $0 | 0 | I | By Menlo Ventures IX LP(2)(3) | |||
Series C Preferred Stock | (1) | 05/07/2007 | C | 107,861 | (1) | (1) | Common Stock | 107,861 | $0 | 0 | I | By Menlo Entreprenuers Fund IX LP(4)(5) | |||
Series C Preferred Stock | (1) | 05/07/2007 | C | 13,074 | (1) | (1) | Common Stock | 13,074 | $0 | 0 | I | Menlo Entrepreneurs Fund IX (A), L.P(6)(7) | |||
Series C Preferred Stock | (1) | 05/07/2007 | C | 58,833 | (1) | (1) | Common Stock | 58,833 | $0 | 0 | I | MMEF IX, L.P.(8)(9) | |||
Series D Preferred Stock | (1) | 05/07/2007 | C | 1,091,807 | (1) | (1) | Common Stock | 1,091,807 | $0 | 0 | I | By Menlo Ventures IX LP(2)(3) | |||
Series D Preferred Stock | (1) | 05/07/2007 | C | 36,029 | (1) | (1) | Common Stock | 36,029 | $0 | 0 | I | By Menlo Entreprenuers Fund IX LP(4)(5) | |||
Series D Preferred Stock | (1) | 05/07/2007 | C | 4,583 | (1) | (1) | Common Stock | 4,583 | $0 | 0 | I | Menlo Entrepreneurs Fund IX (A), L.P(6)(7) | |||
Series D Preferred Stock | (1) | 05/07/2007 | C | 20,519 | (1) | (1) | Common Stock | 20,519 | $0 | 0 | I | MMEF IX, L.P.(8)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Preferred Stock converted into one share of Common Stock upon the Closing of the Issuers public offering, was convertible at any time at the election of the holders and had 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. |
5. 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 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 | 05/07/2007 | |
Menlo Entrepreneurs Fund IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member | 05/07/2007 | |
Menlo Entrepreneurs Fund IX A LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member | 05/07/2007 | |
MMEF IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member | 05/07/2007 | |
Menlo Ventures IX LP, by MV Management IX LLC its General Partner, /s/ John W. Jarve, Managing Member | 05/07/2007 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |