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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Pangrazio Vincent P (Last) (First) (Middle) 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) Director 10% Owner X Officer (give title below) Other (specify below) SVP,Gen. Counsel & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2015
	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	01/30/2015		M(1)(2)		3,751	A	(1)(2)	43,875(3)	D
Common stock	01/31/2015		A(4)		4,303	A	(4)	48,178	D
Common stock	02/02/2015		S(5)		10,000	D	$56.75(6)	38,178	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
Restricted stock units	(1)	01/30/2015		M(1)			2,813	(1)	(1)	Common stock	2,813	$0.00	0	D
Restricted stock units	(2)	01/30/2015		M(2)			938	(2)	(2)	Common stock	938	$0.00	3,750	D

Explanation of Responses:

1. As reported on Form 4 dated March 14, 2011, the reporting person received a grant of 45,000 Restricted Stock Units (RSU's) on March 10, 2011 pursuant to Cavium's 2007 Equity Incentive Plan. 1/16th of the RSUs vested on April 30, 2011, and 1/16th will vest on the 30th day of the first month of each of the calendar quarter thereafter. The vesting of this RSU grant on January 30, 2015 resulted in the issuance of 2,183 shares of Cavium's common stock at no cost.

2. As reported on Form 4 filed on February 28, 2012, the reporting person received a grant of 15,000 Restricted Stock Units (RSU's) on February 24, 2012 pursuant to Cavium's 2007 Equity Incentive Plan. 1/16th of the RSUs vested on April 30, 2012, and 1/16th will vest on the 30th day of the first month of each of the calendar quarter thereafter. The vesting of this RSU grant on January 30, 2015 resulted to issuance of 938 shares of Cavium's common stock at no cost.

3. Also include common stock underlying restricted stock units previously reported on Table 1 but not yet vested. These unvested shares were not previously reported in column 5 in prior Form 4 filings.

4. On February 7, 2014, pursuant to Cavium's 2007 Equity Incentive Plan, Cavium's Compensation Committee granted performance RSUs of up to 5,200 shares to the reporting person based on the achievement of a certain milestone. Any performance RSUs earned upon achievement of the certain milestone will vest and the underlying common stock will be issued to the reporting person on January 31, 2015. As determined by Cavium's Compensation Committee on January 29, 2015, the performance criteria were met at a level that caused 4,303 shares to vest, and the reporting person received 4,303 shares of Cavium's common stock at no cost.

5. The sale was made under a 10b5-1 trading plan adopted by the reporting person.

6. Shares were sold ranging from $55.65 per share to $57.88 per share.

Remarks:

	/s/ Vincent P. Pangrazio	02/02/2015
	** Signature of Reporting Person	Date
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