SEC Form 4 · accession 0001209191-18-041923
CAVIUM, INC. · CAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sanjay Mehrotra
Director
Period of report
Jul 6, 2018
Accepted (ET)
Jul 9, 2018 · 8:17 am 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 | 73,011 | — | D | 135,222 | 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 BuyF2 | $25.99 | Jul 6, 2018 | D | 14,000 | D | — | Jun 8, 2019 | Common Stock | 14,000 | 0 | D |
| Stock Option Right to BuyF2 | $33.44 | Jul 6, 2018 | D | 7,000 | D | — | May 30, 2020 | Common Stock | 14,000 | 0 | D |
| Stock Option Right to BuyF2 | $50.83 | Jul 6, 2018 | D | 3,000 | D | — | Jun 19, 2021 | Common Stock | 3,000 | 0 | D |
| Stock Option Right to BuyF2 | $76.38 | Jul 6, 2018 | D | 3,000 | D | — | Jun 18, 2022 | Common Stock | 3,000 | 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.
- F2Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each outstanding and vested Company stock option held by non-employee directors (other than directors who will serve on Marvell's board of directors following the Merger) was converted into the right to receive an amount in cash equal to the positive difference, if any, between (x) (A) $40.00 plus (B) the product of (i) 2.1757 multiplied 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 "Equity Award Cash Consideration," calculated to equal $86.83) minus (y) the exercise price applicable to the Company stock option, multiplied by (z) the number of shares of Company common stock for which the Company stock option was exercisable, less any amount required to be withheld.