Syed Ali Form 4 CAVIUM / Syed Ali ownership change

SEC Form 4

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^*

Ali Syed

(Last) (First) (Middle)

C/O CAVIUM, INC.

2315 N. FIRST STREET

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Pres., CEO, Chairman of board

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
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	01/31/2018		A(1)		15,395	A	(1)	1,879,054	D
Common stock	01/31/2018		A(2)		19,047	A	(2)	1,898,101	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On February 16, 2015, pursuant to Cavium's 2007 Equity Incentive Plan, Cavium's Compensation Committee granted a four-year market-based RSU to the reporting person based on achievement of certain milestones. As determined by Cavium's Compensation Committee, the milestones were met on January 31, 2018 at a level that caused 15,395 shares to be earned, and the reporting person received 11,547 of the shares of Cavium's common stock at no cost on January 31, 2018. The remaining 3,848 shares of Cavium's common stock will be delivered at no cost to the reporting person on January 31, 2019.

2. On February 10, 2017, pursuant to Cavium's 2016 Equity Incentive Plan, Cavium's Compensation Committee granted a one-year performance based RSU to the reporting person based on achievement of a certain milestone. The performance based RSU earned upon achievement of the certain milestone will vest and the underlying common stock of Cavium will be issued to the reporting person equally on January 31, 2018 and January 31, 2019. As determined by Cavium's Compensation Committee, the performance criteria was met at a level that caused 19,047 shares to be earned, and the reporting person received 9,523 shares of Cavium's common stock at no cost on January 31, 2018. The remaining 9,524 shares of Cavium's common stock will vest and delivered to the reporting person at no cost on January 31, 2019.

Remarks:

	/s/ Arthur D. Chadwick with Power of Attorney	02/01/2018
	** 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).
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