FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MEHROTRA SANJAY 		2. Issuer Name and Ticker or Trading Symbol

CAVIUM, INC. [ CAVM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CAVIUM, INC., 2315 N. FIRST STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2018
(Street)

SAN JOSE, CA 95131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/6/2018   (1)   U    73011   (1) D   (1) 135222   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $25.99   7/6/2018     D         14000      (2) 6/8/2019   Common Stock   14000     (2) 0   D    
Stock Option Right to Buy   $33.44   7/6/2018     D         7000      (2) 5/30/2020   Common Stock   14000     (2) 0   D    
Stock Option Right to Buy   $50.83   7/6/2018     D         3000      (2) 6/19/2021   Common Stock   3000     (2) 0   D    
Stock Option Right to Buy   $76.38   7/6/2018     D         3000      (2) 6/18/2022   Common Stock   3000     (2) 0   D    

Explanation of Responses:
(1)  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.
(2)  Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each outstanding and vested Company stock option held by non-employee directors (other than directors who will serve on Marvell's board of directors following the Merger) was converted into the right to receive an amount in cash equal to the positive difference, if any, between (x) (A) $40.00 plus (B) the product of (i) 2.1757 multiplied 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 "Equity Award Cash Consideration," calculated to equal $86.83) minus (y) the exercise price applicable to the Company stock option, multiplied by (z) the number of shares of Company common stock for which the Company stock option was exercisable, less any amount required to be withheld.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MEHROTRA SANJAY
C/O CAVIUM, INC.
2315 N. FIRST STREET
SAN JOSE, CA 95131 		X



Signatures
/s/ Sanjay Mehrotra 7/6/2018
** 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 control number.
Cavium, Inc. (delisted) (NASDAQ:CAVM)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Cavium, Inc. (delisted) Charts.
Cavium, Inc. (delisted) (NASDAQ:CAVM)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Cavium, Inc. (delisted) Charts.