0001209191-18-041893.txt : 20180706
0001209191-18-041893.hdr.sgml : 20180706
20180706173609
ACCESSION NUMBER: 0001209191-18-041893
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180706
FILED AS OF DATE: 20180706
DATE AS OF CHANGE: 20180706
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rajan Madhav
CENTRAL INDEX KEY: 0001572638
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33435
FILM NUMBER: 18943089
MAIL ADDRESS:
STREET 1: 2315 N. FIRST ST.
CITY: SAN JOSE
STATE: CA
ZIP: 95131
FORMER NAME:
FORMER CONFORMED NAME: Rajan Madjav
DATE OF NAME CHANGE: 20130320
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAVIUM, INC.
CENTRAL INDEX KEY: 0001175609
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 770558625
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2315 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95131
BUSINESS PHONE: 650-623-7000
MAIL ADDRESS:
STREET 1: 2315 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95131
FORMER COMPANY:
FORMER CONFORMED NAME: CAVIUM NETWORKS, INC.
DATE OF NAME CHANGE: 20070309
FORMER COMPANY:
FORMER CONFORMED NAME: CAVIUM NETWORKS
DATE OF NAME CHANGE: 20020614
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-07-06
1
0001175609
CAVIUM, INC.
CAVM
0001572638
Rajan Madhav
C/O CAVIUM, INC.
2315 N. FIRST STREET
SAN JOSE
CA
95131
1
0
0
0
Common Stock
2018-07-06
4
U
0
30011
D
135222
D
Stock Option Right to Buy
37.63
2018-07-06
4
D
0
25000
D
2020-05-30
Common Stock
25000
0
D
Stock Option Right to Buy
50.83
2018-07-06
4
D
0
3000
D
2021-06-19
Common Stock
3000
0
D
Stock Option Right to Buy
76.38
2018-07-06
4
D
0
3000
D
2022-06-18
Common Stock
3000
0
D
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.
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.
/s/ Madhav Rajan
2018-07-06