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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hussain Muhammad Raghib

(Last)

(First)

(Middle)

C/O CAVIUM, INC.

2315 N. FIRST STREET

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2016

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

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

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

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

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

X	Form filed by One Reporting Person
	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	277,910⁽¹⁾	D
Common stock	10,000	I	Emaad Hussain 2007 Irrevocable Trust
Common stock	10,000	I	Reja Raghib 2007 Irrevocable Trust
Common stock	10,000	I	Zayaan Hussain Raghib Irrevocable Trust

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)
Stock option (Right to Buy)	⁽²⁾	01/06/2017	Common stock	37,500	$24.16	D
Stock option (Right to Buy)	⁽³⁾	03/22/2020	Common stock	30,000	$37.63	D
Stock option (Right to Buy)	⁽⁴⁾	02/07/2021	Common stock	25,000	$37.83	D
Stock option (Right to Buy)	⁽⁵⁾	02/16/2022	Common stock	12,886	$62.86	D
Stock option (Right to Buy)	⁽⁶⁾	02/11/2023	Common stock	36,181	$48.88	D

Explanation of Responses:

1. 84,091 of these shares are Restricted Stock Units subject to vesting. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's stock at no cost.

2. Fully vested

3. 1/8th vest on date six months from March 22, 2013; remaining vest in 42 equal monthly increments.

4. 1/8th vest on date six months from February 7, 2014; remaining vest in 42 equal monthly increments.

5. 1/4th vest on February 16, 2016; remaining vest in 36 equal monthly increments.

6. 1/4th vest on February 11, 2017; remaining vest in 36 equal monthly increments.

Remarks:

	/s/ Muhammad Raghib Hussain	07/26/2016
	** 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).
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.