SEC Form 4 · accession 0001209191-18-041901
CAVIUM, INC. · CAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Syed Ali
Officer — Pres., CEO, Chairman of Board · Director
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 | 1,786,745 | — | D | 224,708 | D | |
| Common StockF1,F2,F3 | Jul 6, 2018 | D | 97,984 | — | D | 126,724 | D | |
| Common StockF1,F4,F5 | Jul 6, 2018 | D | 13,372 | — | D | 113,352 | D | |
| Common StockF1,F4,F5 | Jul 6, 2018 | D | 113,352 | — | 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 BuyF6,F7 | $35.73 | Jul 6, 2018 | D | 125,000 | D | — | Feb 24, 2019 | Common Stock | 125,000 | 0 | D |
| Stock Option Right to BuyF6,F7 | $37.63 | Jul 6, 2018 | D | 100,000 | D | — | Mar 22, 2020 | Common Stock | 100,000 | 0 | D |
| Stock Option Right to BuyF6,F7 | $37.83 | Jul 6, 2018 | D | 80,000 | D | — | Feb 7, 2021 | Common Stock | 80,000 | 0 | D |
| Stock Option Right to BuyF6,F7 | $62.86 | Jul 6, 2018 | D | 32,466 | D | — | Feb 16, 2022 | Common Stock | 32,466 | 0 | D |
| Stock Option Right to BuyF6,F7 | $48.88 | Jul 6, 2018 | D | 55,607 | D | — | Feb 11, 2023 | Common Stock | 55,607 | 0 | D |
| Stock Option Right to BuyF6,F7 | $65.80 | Jul 6, 2018 | D | 44,359 | D | — | Feb 10, 2024 | Common Stock | 44,359 | 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.
- F2Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs"), the vesting of which was fully accelerated immediately prior to the effective time of the Merger (the "Effective Time").
- F3Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested RSU and each outstanding RSU held by non-employee directors, whether vested or unvested, was converted into the right to receive (x) an amount in cash equal to the product of (A) $40.00 multiplied by (B) the number of shares of Company common stock subject to such RSU and (y) a number of shares of Marvell common stock equal to (1) 2.1757 multiplied by (2) the number of shares of Company common stock subject to such RSU.
- F4Represents shares of common stock of the Company underlying performance-based restricted stock units ("PRSUs") , the vesting of which was fully accelerated immediately prior to the Effective Time.
- F5Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested PRSU was converted into the right to receive (x) an amount in cash equal to the product of (A) $40.00 multiplied by (B) the number of shares of Company common stock subject to such PRSU and (y) a number of shares of Marvell common stock equal to (1) 2.1757 multiplied by (2) the number of shares of Company common stock subject to such PRSU.
- F6Pursuant 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 7)
- F7calculated 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).