0001209191-18-041897.txt : 20180706 0001209191-18-041897.hdr.sgml : 20180706 20180706173808 ACCESSION NUMBER: 0001209191-18-041897 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: Pangrazio Vincent P CENTRAL INDEX KEY: 0001514114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33435 FILM NUMBER: 18943097 MAIL ADDRESS: STREET 1: C/O CAVIUM NETWORKS, INC. STREET 2: 805 EAST MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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 0001514114 Pangrazio Vincent P C/O CAVIUM, INC. 2315 N. FIRST STREET SAN JOSE CA 95131 0 1 0 0 SVP, Gen. Counsel & Secretary Common Stock 2018-07-06 4 U 0 7664 D 41383 D Common Stock 2018-07-06 4 D 0 34947 D 6436 D Common Stock 2018-07-06 4 D 0 2461 D 3975 D Common Stock 2018-07-06 4 D 0 3975 D 0 D Stock Option Right to Buy 62.86 2018-07-06 4 D 0 5250 D 2022-02-16 Common Stock 5250 0 D Stock Option Right to Buy 48.88 2018-07-06 4 D 0 15365 D 2023-02-11 Common Stock 15365 0 D Stock Option Right to Buy 65.80 2018-07-06 4 D 0 11464 D 2024-02-10 Common Stock 11464 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. Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs"), the vesting of which was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time"). Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested RSU and each outstanding RSU held by non-employee directors, whether vested or unvested, was converted into the right to receive (x) an amount in cash equal to the product of (A) $40.00 multiplied by (B) the number of shares of Company common stock subject to such RSU and (y) a number of shares of Marvell common stock equal to (1) 2.1757 multiplied by (2) the number of shares of Company common stock subject to such RSU. Represents shares of common stock of the Company underlying performance-based restricted stock units ("PRSUs"), the vesting of which was fully accelerated immediately prior to the Effective Time. Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested PRSU was converted into the right to receive (x) an amount in cash equal to the product of (A) $40.00 multiplied by (B) the number of shares of Company common stock subject to such PRSU and (y) a number of shares of Marvell common stock equal to (1) 2.1757 multiplied by (2) the number of shares of Company common stock subject to such PRSU. Pursuant to the Merger Agreement, each outstanding Company stock option, other than Company stock options held by non-employee directors (other than directors who will serve on Marvell's board of directors following the Merger), whether vested or unvested, was assumed and converted into an option to purchase that number of shares of Marvell common stock (rounded down to the nearest whole share) equal the product of (x) the number of shares of Company common stock for which the Company stock option was exercisable multiplied by (y) the sum of (A) 2.1757 and the quotient obtained by dividing (i) $40.00 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 "Conversion Ratio," (continued in footnote 7) calculated to equal 4.0339) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the per share exercise price for the Company common stock for which the Company stock option was exercisable divided by (2) the Conversion Ratio (calculated to equal 4.0339). /s/ Vincent P. Pangrazio 2018-07-06