SEC FORM 4

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^*

REDDY C N

(Last)

(First)

(Middle)

C/O ALLIANCE SEMICONDUCTOR CORP.

2900 LAKESIDE DRIVE, SUITE 229

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAVIUM NETWORKS, INC. [ CAVM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2007		C		816,316	A	⁽¹⁾	342,968⁽²⁾	I	By Scenic Investments L.P.⁽³⁾
Common Stock	05/07/2007		C		316,840	A	⁽¹⁾	30,872⁽⁴⁾	I	By Solar Venture Partners LP⁽⁴⁾
Common Stock	11/14/2007		C		2,733	A	⁽¹⁾	2,733⁽⁴⁾	D
Common Stock	05/05/2007		C		86,207	A	⁽¹⁾	86,207	I	By Scenic Capital⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	05/07/2007		C			555,555	⁽¹⁾	⁽¹⁾	Common Stock	555,555	$0	0	I	By Galaxy Venture Partners III, LLC⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	05/07/2007		C			138,888	⁽¹⁾	⁽¹⁾	Common Stock	138,888	$0	0	I	By Solar Venture Partners LP⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	05/07/2007		C			260,761	⁽¹⁾	⁽¹⁾	Common Stock	260,761	$0	0	I	By Galaxy Venture Partners III, LLC⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	05/07/2007		C			152,746	⁽¹⁾	⁽¹⁾	Common Stock	152,746	$0	0	I	By Solar Venture Partners LP⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	05/07/2007		C			25,206	⁽¹⁾	⁽¹⁾	Common Stock	25,206	$0	0	I	By Solar Venture Partners LP⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	05/07/2007		C			86,207	⁽¹⁾	⁽¹⁾	Common Stock	86,207	$0	0	I	By Scenic Capital⁽⁶⁾

Explanation of Responses:

1. Each share of Preferred Stock converted into one share of Common Stock upon the closing of the Issuer's initial public offering, was convertible at any time at the election of the holders and had no expiration date.

2. Subsequent to the date of the transaction reported on this Form 4, Galaxy Venture Partners III, LLC, of which the reporting person is a general partner, made a pro rata distribution of all of its 816,316 Common Stock shares to its partners, including Scenic Investments, L.P., of which the reporting person is a general partner.

3. The reporting person is one of the general partners of Scenic Investments, L.P. The reporting person disclaims beneficial ownership of these securities, except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

4. Subsequent to the date of the transaction reported on this Form 4, Solar Ventures Partners, L.P. made a pro rata distribution of 285,968 shares to its partners, including 2,733 shares to the reporting person, who is a general partner of Solar Ventures Partners, L.P. The reporting person disclaims beneficial ownership of the remaining 30,872 shares held by Solar Ventures Partners, L.P., except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

5. The reporting person is the general partner of Scenic Capital. The reporting person disclaims beneficial ownership of these securities, except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

6. The reporting person is one of the general partners of Galaxy Venture Partners III, LLC, one of the general partners of Solar Venture Partners, L.P. and the general partner of Scenic Capital. The reporting person may be deemed to share voting and investment power over these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in them.

	/s/ Vincent P. Pangrazio, with power of attorney	03/05/2008
	** 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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