0001209191-18-041900.txt : 20180706 0001209191-18-041900.hdr.sgml : 20180706 20180706173928 ACCESSION NUMBER: 0001209191-18-041900 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180706 FILED AS OF DATE: 20180706 DATE AS OF CHANGE: 20180706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hussain Muhammad Raghib CENTRAL INDEX KEY: 0001680691 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33435 FILM NUMBER: 18943101 MAIL ADDRESS: STREET 1: C/O CAVIUM, INC. STREET 2: 2315 N. FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAVIUM, INC. CENTRAL INDEX KEY: 0001175609 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770558625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 650-623-7000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS, INC. DATE OF NAME CHANGE: 20070309 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS DATE OF NAME CHANGE: 20020614 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-06 1 0001175609 CAVIUM, INC. CAVM 0001680691 Hussain Muhammad Raghib C/O CAVIUM, INC. 2315 N. FIRST STREET SAN JOSE CA 95131 0 1 0 0 Chief Operating Officer Common Stock 2018-07-06 4 U 0 228698 D 135222 D Common Stock 2018-07-06 4 D 0 36000 D 99222 I See footnote Common Stock 2018-07-06 4 D 0 83679 D 15543 D Common Stock 2018-07-06 4 D 0 6179 D 9364 D Common Stock 2018-07-06 4 D 0 9364 D 0 D Stock Option Right to Buy 37.63 2018-07-06 4 D 0 10000 D 2020-03-22 Common Stock 10000 0 D Stock Option Right to Buy 37.83 2018-07-06 4 D 0 25000 D 2021-02-07 Common Stock 25000 0 D Stock Option Right to Buy 62.86 2018-07-06 4 D 0 12886 D 2022-02-16 Common Stock 12886 0 D Stock Option Right to Buy 48.88 2018-07-06 4 D 0 36181 D 2023-02-11 Common Stock 36181 0 D Stock Option Right to Buy 65.80 2018-07-06 4 D 0 28762 D 2024-02-10 Common Stock 28762 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 19, 2017 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), by and among Cavium, Inc. (the "Company"), Marvell Technology Group Ltd. ("Marvell"), and Kauai Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Merger Sub"), whereby each share of Company common stock was canceled and automatically converted into $40.00 in cash, without interest, and 2.1757 shares of Marvell common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $86.43 per share, based on the trading price of Marvell common stock as of the end of trading on July 5, 2018. Held in trusts of which the reporting person is the trustee, for the benefit of members of his immediate family. Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs"). Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each outstanding and unvested RSU was assumed and converted in the Merger into that number of Marvell restricted stock units of Marvell common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Company common stock subject to such RSU and (y) the Conversion Ratio (calculated to equal 4.0339). Any Converted RSU is subject to the same terms and conditions as were applicable under such RSU prior to the Effective Time. Represents shares of common stock of the Company underlying performance-based restricted stock units ("PRSUs"). Until the Merger, the Reporting Person's right to this PRSU remained subject to the satisfaction of certain performance criteria. Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and unvested PRSU was assumed and converted in the Merger into that number of Marvell restricted stock units of Marvell common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Company common stock subject to such PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such PRSU and (y) the Conversion Ratio (calculated to equal 4.0339). Any Converted PRSU shall (A) vest based on the vesting date set forth in the award agreement applicable to such PRSU prior to the Effective Time, subject only to the continued service of the grantee with the Company, Marvell or any of their affiliates through the applicable vesting date, (B) not be subject to any performance based vesting terms following the Effective Time and (continued in footnote 7) (C) otherwise be subject to the same terms and conditions as were applicable under such PRSU prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding Company stock option, other than Company stock options held by non-employee directors (other than directors who will serve on Marvell's board of directors following the Merger), whether vested or unvested, was assumed and converted into an option to purchase that number of shares of Marvell common stock (rounded down to the nearest whole share) equal the product of (x) the number of shares of Company common stock for which the Company stock option was exercisable multiplied by (y) the sum of (A) 2.1757 and the quotient obtained by dividing (i) $40.00 by (ii) the volume weighted average trading price of Marvell common stock on Nasdaq for the five (5) consecutive trading days ending on the trading day immediately preceding the closing date of the Merger (the sum, the "Conversion Ratio," (continued in footnote 9) calculated to equal 4.0339) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the per share exercise price for the Company common stock for which the Company stock option was exercisable divided by (2) the Conversion Ratio (calculated to equal 4.0339). /s/ Muhammad Raghib Hussain 2018-07-06