Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jain Anil Kumar
  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)
Corporate VP, IC Engineering
(Last)
(First)
(Middle)
C/O CAVIUM, INC., 2315 N. FIRST STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2014
(Street)

SAN JOSE, CA 95131
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/30/2014   M   9,375 A (1) (2) (3) 54,000 D  
Common stock 01/31/2014   M   5,500 A (4) 59,500 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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) 01/30/2014   M     3,750   (1)   (1) Common stock 3,750 $ 0 0 D  
Restricted stock units (2) 01/30/2014   M     2,625   (2)   (2) Common stock 2,625 $ 0 2,625 D  
Restricted stock units (3) 01/30/2014   M     3,000   (3)   (3) Common stock 3,000 $ 0 6,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jain Anil Kumar
C/O CAVIUM, INC.
2315 N. FIRST STREET
SAN JOSE, CA 95131
      Corporate VP, IC Engineering  

Signatures

 /s/ Arthur D. Chadwick with Power of Attorney   02/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As reported on Form 4 filed on January 8, 2010, the reporting person received a grant of 15,000 Restricted Stock Units ("RSU's") on January 6, 2010 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSU will vest annually on each of January 30, 2011, January 30, 2012, January 30, 2013 and January 2014. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the remaining 25% of these RSU's vested, resulting in the issuance of 3,750 shares of Cavium's common stock.
(2) As reported on Form 4 filed on March 14, 2011, the reporting person received a grant of 10,500 Restricted Stock Units ("RSU's") on March 10, 2011 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2012, January 30, 2013, January 30, 2014 and January 30, 2015. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the third 25% of these RSU's vested, resulting in the issuance of 2,625 shares of Cavium's common stock.
(3) As reported on Form 4 filed on February 28, 2012, the reporting person received a grant of 12,000 Restricted Stock Units ("RSU's") on February 24, 2012 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2013, January 30, 2014, January 30, 2015 and January 30, 2016. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the second 25% of these RSU's vested, resulting in the issuance of 3,000 shares of Cavium's common stock.
(4) As reported on Form 4 filed on March 26, 2013, the reporting person received a grant of 22,000 Restricted Stock Units ("RSU's") on March 22, 2013 pursuant to Cavuim's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 31, 2014, January 31, 2015, January 31, 2016 and January 31, 2017. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 31, 2014, the first 25% of these RSU's vested, resulting in the issuance of 5,500 shares of Cavium's common stock. This RSU grant was reported in Table 1 of Form 4 dated March 26, 2013.

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