4//SEC Filing
Ali Syed 4
Accession 0001209191-18-041901
CIK 0001175609other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 5:39 PM ET
Size
26.9 KB
Accession
0001209191-18-041901
Insider Transaction Report
Form 4
CAVIUM, INC.CAVM
Ali Syed
DirectorPres., CEO, Chairman of board
Transactions
- Disposition to Issuer
Common Stock
2018-07-06−97,984→ 126,724 total - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−80,000→ 0 totalExercise: $37.83Exp: 2021-02-07→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−55,607→ 0 totalExercise: $48.88Exp: 2023-02-11→ Common Stock (55,607 underlying) - Disposition to Issuer
Common Stock
2018-07-06−113,352→ 0 total - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−100,000→ 0 totalExercise: $37.63Exp: 2020-03-22→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−32,466→ 0 totalExercise: $62.86Exp: 2022-02-16→ Common Stock (32,466 underlying) - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−44,359→ 0 totalExercise: $65.80Exp: 2024-02-10→ Common Stock (44,359 underlying) - Disposition from Tender
Common Stock
2018-07-06−1,786,745→ 224,708 total - Disposition to Issuer
Common Stock
2018-07-06−13,372→ 113,352 total - Disposition to Issuer
Stock Option Right to Buy
2018-07-06−125,000→ 0 totalExercise: $35.73Exp: 2019-02-24→ Common Stock (125,000 underlying)
Footnotes (7)
- [F1]Disposed 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.
- [F2]Represents 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").
- [F3]Disposed 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.
- [F4]Represents 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.
- [F5]Disposed 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.
- [F6]Pursuant 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)
- [F7]calculated 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).
Documents
Issuer
CAVIUM, INC.
CIK 0001175609
Entity typeother
Related Parties
1- filerCIK 0001395198
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 5:39 PM ET
- Size
- 26.9 KB