| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| C/O SANDISK CORPORATION, 601 MCCARTHY BLVD. | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2009 | 3. Issuer Name and Ticker or Trading Symbol
CAVIUM NETWORKS, INC.
[CAVM]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
| Explanation of Responses: |
| No securities are beneficially owned |
| /s/ Vincent P. Pangrazio, with Power of Attorney | 07/22/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EX-24
Power of Attorney
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
POWER OF ATTORNEY
Know all by these presents, that the
undersigned hereby constitutes and appoints each of Syed B. Ali, Arthur D.
Chadwick and Vincent P. Pangrazio, signing individually, the
undersigned’s true and lawful attorneys-in fact and agents to:
(1) execute for and on behalf
of the undersigned, an officer, director or holder of 10% of more of a
registered class of securities of Cavium Networks, Inc. (the
“Company”), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules thereunder;
(2) do and perform any and all
acts for and on behalf of the undersigned that may be necessary or desirable to
complete and execute such Form 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file such forms or amendments with
the United States Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of
any nature whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned’s responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain
in full force and effect until the earliest to occur of (a) the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned’s holdings of and transactions in securities issued by the
Company, (b) revocation by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact shall no longer be employed by the
Company or Cooley Godward Kronish LLP.
In Witness Whereof, the
undersigned has cause this Power of Attorney to be executed as of this 22nd day
of July, 2009.
/s/ Sanjay
Mehrotra
Sanjay Mehrotra