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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted stock units | (1) | 01/30/2015 | M(1) | 2,813 | (1) | (1) | Common stock | 2,813 | $ 0 | 0 | D | ||||
Restricted stock units | (2) | 01/30/2015 | M(2) | 938 | (2) | (2) | Common stock | 938 | $ 0 | 3,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pangrazio Vincent P 2315 N. FIRST STREET SAN JOSE, CA 95131 |
SVP,Gen. Counsel & Secretary |
/s/ Vincent P. Pangrazio | 02/02/2015 | |
**Signature of Reporting Person | Date |
* | 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 dated March 14, 2011, the reporting person received a grant of 45,000 Restricted Stock Units (RSU's) on March 10, 2011 pursuant to Cavium's 2007 Equity Incentive Plan. 1/16th of the RSUs vested on April 30, 2011, 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 January 30, 2015 resulted in the issuance of 2,183 shares of Cavium's common stock at no cost. |
(2) | As reported on Form 4 filed on 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 January 30, 2015 resulted to issuance of 938 shares of Cavium's common stock at no cost. |
(3) | Also include common stock underlying restricted stock units previously reported on Table 1 but not yet vested. These unvested shares were not previously reported in column 5 in prior Form 4 filings. |
(4) | On February 7, 2014, pursuant to Cavium's 2007 Equity Incentive Plan, Cavium's Compensation Committee granted performance RSUs of up to 5,200 shares to the reporting person based on the achievement of a certain milestone. Any performance RSUs earned upon achievement of the certain milestone will vest and the underlying common stock will be issued to the reporting person on January 31, 2015. As determined by Cavium's Compensation Committee on January 29, 2015, the performance criteria were met at a level that caused 4,303 shares to vest, and the reporting person received 4,303 shares of Cavium's common stock at no cost. |
(5) | The sale was made under a 10b5-1 trading plan adopted by the reporting person. |
(6) | Shares were sold ranging from $55.65 per share to $57.88 per share. |