Sec Form 4 Filing - Ali Syed @ CAVIUM, INC. - 2018-07-06

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 Ali Syed 2. Issuer Name and Ticker or Trading Symbol CAVIUM, INC. [ CAVM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres., CEO, Chairman of Board (Last) (First) (Middle) C/O CAVIUM, INC., 2315 N. FIRST STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2018 (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 07/06/2018( 1 ) U 1,786,745 ( 1 ) D 224,708 D Common Stock 07/06/2018( 1 ) D 97,984 ( 2 ) ( 3 ) D 126,724 D Common Stock 07/06/2018( 1 ) D 13,372 ( 4 ) ( 5 ) D 113,352 D Common Stock 07/06/2018( 1 ) D 113,352 ( 4 ) ( 5 ) D 0 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 Re ported 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 Stock Option Right to Buy $ 35.73 07/06/2018 D 125,000 ( 6 )( 7 ) 02/24/2019 Common Stock 125,000 ( 6 ) ( 7 ) 0 D Stock Option Right to Buy $ 37.63 07/06/2018 D 100,000 ( 6 )( 7 ) 03/22/2020 Common Stock 100,000 ( 6 ) ( 7 ) 0 D Stock Option Right to Buy $ 37.83 07/06/2018 D 80,000 ( 6 )( 7 ) 02/07/2021 Common Stock 80,000 ( 6 ) ( 7 ) 0 D Stock Option Right to Buy $ 62.86 07/06/2018 D 32,466 ( 6 )( 7 ) 02/16/2022 Common Stock 32,466 ( 6 ) ( 7 ) 0 D Stock Option Right to Buy $ 48.88 07/06/2018 D 55,607 ( 6 )( 7 ) 02/11/2023 Common Stock 55,607 ( 6 ) ( 7 ) 0 D Stock Option Right to Buy $ 65.8 07/06/2018 D 44,359 ( 6 )( 7 ) 02/10/2024 Common Stock 44,359 ( 6 ) ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ali Syed C/O CAVIUM, INC. 2315 N. FIRST STREET SAN JOSE, CA95131 X Pres., CEO, Chairman of Board Signatures /s/ Syed Ali 07/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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) ( 7 )calc ulated 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).

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