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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option right to buy | $ 27.33 (1) | 04/26/2010 | A | 66,000 | 10/26/2010(2) | 04/26/2017 | Common stock | 66,000 | $ 0 | 66,000 | D | ||||
Restricted stock units | $ 0 (3) | 04/26/2010 | A | 66,000 | (4) | (4) | Common stock | 66,000 | $ 0 | 66,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gujral Manoj C/O CAVIUM NETWORKS, INC. 805 E. MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043 |
VP & GM, Broadband & Consumer |
/s/ Manoj Gujral | 07/29/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This is the closing price of the issuer's stock on NASDAQ on April 26, 2010. |
(2) | 1/8th of the shares subject to the option vest on the 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. |
(3) | Each restricted stock unit represents a contingent right to receive one share of Cavium Networks common stock. |
(4) | 25% of the restricted stock units will be vested annually on each of January 30, 2011, January 30, 2012, January 30, 2013 and January 30, 2014. Vested shares will be delivered to the reporting person on the applicable vesting date or, if a scheduled delivery date falls on a date that is not a business day, on the next following business day; provided, however, that if a scheduled delivery date does not occur during an open "window period" under the issuer's insider trading policy, then the vested shares will instead be delivered on the first business day of the next open "window period" but in no event later than the later of: (i) December 31st of the calendar year of the scheduled delivery date, or (ii) the fifteenth (15th) day of the third calendar month following the scheduled delivery date. |