SEC Form 4 · accession 0001209191-18-041900
CAVIUM, INC. · CAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Muhammad Raghib Hussain
Officer — Chief Operating Officer
Period of report
Jul 6, 2018
Accepted (ET)
Jul 6, 2018 · 5:39 pm EDT
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 | Jul 6, 2018 | U | 228,698 | — | D | 135,222 | D | |
| Common StockF1,F2 | Jul 6, 2018 | D | 36,000 | — | D | 99,222 | I | See footnote |
| Common StockF1,F3,F4 | Jul 6, 2018 | D | 83,679 | — | D | 15,543 | D | |
| Common StockF1,F5,F6,F7 | Jul 6, 2018 | D | 6,179 | — | D | 9,364 | D | |
| Common StockF1,F5,F6,F7 | Jul 6, 2018 | D | 9,364 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option Right to BuyF8,F9 | $37.63 | Jul 6, 2018 | D | 10,000 | D | — | Mar 22, 2020 | Common Stock | 10,000 | 0 | D |
| Stock Option Right to BuyF8,F9 | $37.83 | Jul 6, 2018 | D | 25,000 | D | — | Feb 7, 2021 | Common Stock | 25,000 | 0 | D |
| Stock Option Right to BuyF8,F9 | $62.86 | Jul 6, 2018 | D | 12,886 | D | — | Feb 16, 2022 | Common Stock | 12,886 | 0 | D |
| Stock Option Right to BuyF8,F9 | $48.88 | Jul 6, 2018 | D | 36,181 | D | — | Feb 11, 2023 | Common Stock | 36,181 | 0 | D |
| Stock Option Right to BuyF8,F9 | $65.80 | Jul 6, 2018 | D | 28,762 | D | — | Feb 10, 2024 | Common Stock | 28,762 | 0 | D |
Explanation of responses
- F1Disposed 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.
- F2Held in trusts of which the reporting person is the trustee, for the benefit of members of his immediate family.
- F3Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").
- F4Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each outstanding and unvested RSU was assumed and converted in the Merger into that number of Marvell restricted stock units of Marvell common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Company common stock subject to such RSU and (y) the Conversion Ratio (calculated to equal 4.0339). Any Converted RSU is subject to the same terms and conditions as were applicable under such RSU prior to the Effective Time.
- F5Represents shares of common stock of the Company underlying performance-based restricted stock units ("PRSUs"). Until the Merger, the Reporting Person's right to this PRSU remained subject to the satisfaction of certain performance criteria.
- F6Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and unvested PRSU was assumed and converted in the Merger into that number of Marvell restricted stock units of Marvell common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Company common stock subject to such PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such PRSU and (y) the Conversion Ratio (calculated to equal 4.0339). Any Converted PRSU shall (A) vest based on the vesting date set forth in the award agreement applicable to such PRSU prior to the Effective Time, subject only to the continued service of the grantee with the Company, Marvell or any of their affiliates through the applicable vesting date, (B) not be subject to any performance based vesting terms following the Effective Time and (continued in footnote 7)
- F7(C) otherwise be subject to the same terms and conditions as were applicable under such PRSU prior to the Effective Time.
- F8Pursuant 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 9)
- F9calculated 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).