0001209191-18-041896.txt : 20180706 0001209191-18-041896.hdr.sgml : 20180706 20180706173738 ACCESSION NUMBER: 0001209191-18-041896 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: THORNLEY ANTHONY S CENTRAL INDEX KEY: 0001191319 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33435 FILM NUMBER: 18943095 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 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 0001191319 THORNLEY ANTHONY S C/O CAVIUM, INC. 2315 N. FIRST STREET SAN JOSE CA 95131 1 0 0 0 Common Stock 2018-07-06 4 U 0 9011 D 135222 D Stock Option Right to Buy 25.99 2018-07-06 4 D 0 14000 D 2019-06-08 Common Stock 14000 0 D Stock Option Right to Buy 33.44 2018-07-06 4 D 0 7000 D 2020-05-30 Common Stock 7000 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/ Anthony S. Thornley 2018-07-06