SEC Form 4 · accession 0001209191-15-008396
CAVIUM, INC. · CAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur D Chadwick
Officer — VP Finance & Admin CFO
Period of report
Jan 30, 2015
Accepted (ET)
Feb 2, 2015 · 6:08 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,F4,F5 | Jan 30, 2015 | M | 6,750 | — | A | 60,550 | I | See Note |
| Common stockF6,F4,F5 | Jan 31, 2015 | A | 7,282 | — | A | 67,832 | I | See Note |
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 | 3,000 | D | — | — | Common stock | 3,000 | 0 | D |
| Restricted stock unitsF2 | — | Jan 30, 2015 | M | 3,750 | D | — | — | Common stock | 3,750 | 3,750 | D |
Explanation of responses
- F1As reported on Form 4 dated on March 14, 2011, the reporting person received a grant of 12,000 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 at no cost. On January 30, 2015, the final 25% of these RSU's vested, resulting in the issuance of 3,000 shares of Cavium's common stock.
- F2As 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. 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 at no cost. On January 30, 2015, the third 25% of these RSU's vested, resulting in the issuance of 3,750 shares of Cavium's common stock.
- 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.
- F4Both direct and indirect holding. See footnote 5.
- F5Of the amount of securities beneficially owned following reported transactions, 13,100 shares are owned indirectly by Mr. Chadwick through family trust.
- F6On February 7, 2014, Cavium's Compensation Committee granted performance RSUs of up to 8,800 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 7,282 shares to vest, and the reporting person received 7,282 shares of Cavium's common stock at no cost.