SEC Form 4 · accession 0001209191-15-008383
CAVIUM, INC. · CAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent P Pangrazio
Officer — SVP,Gen. Counsel & Secretary
Period of report
Jan 30, 2015
Accepted (ET)
Feb 2, 2015 · 5:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001175609
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2,F3 | Jan 30, 2015 | M | 3,751 | — | A | 43,875 | D | |
| Common stockF4 | Jan 31, 2015 | A | 4,303 | — | A | 48,178 | D | |
| Common stockF6 | Feb 2, 2015 | S | 10,000 | $56.75 | D | 38,178 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock unitsF1 | — | Jan 30, 2015 | M | 2,813 | D | — | — | Common stock | 2,813 | 0 | D |
| Restricted stock unitsF2 | — | Jan 30, 2015 | M | 938 | D | — | — | Common stock | 938 | 3,750 | D |
Explanation of responses
- F1As 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.
- F2As 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.
- F3Also 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.
- F4On 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.
- F5The sale was made under a 10b5-1 trading plan adopted by the reporting person.
- F6Shares were sold ranging from $55.65 per share to $57.88 per share.