Sec Form 4 Filing - Pangrazio Vincent P @ CAVIUM, INC. - 2015-04-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pangrazio Vincent P 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 (Last) (First) (Middle) 2315 N. FIRST STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2015 (Street) SAN JOSE, CA95131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/30/2015 M( 1 ) 937 A 49,615 D Common stock 05/01/2015 S( 2 ) 10,000 D $ 64.53 ( 3 ) 39,615 D Common stock 05/04/2015 S( 2 ) 2,000 D $ 65.1 ( 4 ) 37,615 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 04/30/2015 M( 1 ) 937 ( 1 ) ( 1 ) Common stock 937 $ 0 2,813 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pangrazio Vincent P 2315 N. FIRST STREET SAN JOSE, CA95131 SVP,Gen. Counsel & Secretary Signatures /s/ Vincent P. Pangrazio 05/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on Form 4 dated 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 April 30, 2015 resulted to issuance of 937 shares of Cavium's common stock at no cost. ( 2 )The sale was made under a 10b5-1 trading plan adopted by the reporting person. ( 3 )Shares were sold ranging from $63.54 per share to $65.00 per share. ( 4 )Shares were sold ranging from $64.80 per share to $65.46 per share.

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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