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, 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) 01/30/2015 | ||||||||||||||||||||||||||
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 | 01/30/2015 | M | 36,144 | A | $36.57(1) | 91,719(2) | D | |||
Common stock | 01/30/2015 | S(3) | 36,144 | D | $59.81(4) | 55,575 | D | |||
Common stock | 01/30/2015 | M(5)(6) | 5,625 | A | (5)(6) | 61,200 | D | |||
Common stock | 01/31/2015 | A(7) | 7,282 | A | (7) | 68,482 | D | |||
Common stock | 02/02/2015 | A | 3,706 | A | $36.93(1) | 72,188 | D | |||
Common stock | 02/02/2015 | S(3) | 8,000 | D | $57.08(8) | 64,188 | D |
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 | ||||||||
Stock option right to buy | $36.57(1) | 01/30/2015 | M | 36,144 | (9) | (9) | Common stock | 36,144 | $0.00 | 32,856 | D | ||||
Restricted stock units | (5) | 01/30/2015 | M(5) | 2,625 | (5) | (5) | Common stock | 2,625 | $0.00 | 0 | D | ||||
Restricted stock units | (6) | 01/30/2015 | M(6) | 3,000 | (6) | (6) | Common stock | 3,000 | $0.00 | 3,000 | D | ||||
Stock option right to buy | $36.93(1) | 02/02/2015 | M | 3,706 | (9) | (9) | Common stock | 3,706 | $0.00 | 29,150 | D |
Explanation of Responses: |
1. The exercise price of the options ranges from $35.73 to $37.83 per share. |
2. Also include common stock underlying restricted stock units previously reported on Table 1 but not yet vested. These unvested shares were not previously reported in column 5 in prior Form 4 filings. |
3. The sale was made under a 10b5-1 trading plan adopted by the reporting person. |
4. Shares were sold ranging from $58.58 per share to $61.53 per share. |
5. As reported on Form 4 dated on March 14, 2011, the reporting person received a grant of 10,500 Restricted Stock Units ("RSU's") on March 10, 2011 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2012, January 30, 2013, January 30, 2014 and January 30, 2015. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock at no cost. On January 30, 2015, the final 25% of these RSU's vested, resulting in the issuance of 2,625 shares of Cavium's common stock. |
6. As reported on Form 4 dated February 28, 2012, the reporting person received a grant of 12,000 Restricted Stock Units ("RSU's") on February 24, 2012 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2013, January 30, 2014, January 30, 2015 and January 30, 2016. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock at no cost. On January 30, 2015, the third 25% of these RSU's vested, resulting in the issuance of 3,000 shares of Cavium's common stock. |
7. On February 7, 2014, Cavium's Compensation Committee granted performance RSUs of up to 8,800 shares to the reporting person based on the achievement of a certain milestone. Any performance RSUs earned upon achievement of the certain milestone will vest and the underlying common stock will be issued to the reporting person on January 31, 2015. As determined by Cavium's Compensation Committee on January 29, 2015, the performance criteria were met at a level that caused 7,282 shares to vest, and the reporting person received 7,282 shares of Cavium's common stock at no cost. |
8. Shares were sold ranging from $55.65 per share to $58.03 per share. |
9. The exercisable date ranges from 9/10/2011 to 8/7/2014 (1/8th of the option vest on six month anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter over the next three and one half years). The expiration date ranges from 1/6/2017 to 2/7/2021. |
Remarks: |
/s/ Arthur D. Chadwick with Power of Attorney | 02/02/2015 | |
** 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. |