Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
REDDY C N
   2. Issuer Name and Ticker or Trading Symbol
CAVIUM NETWORKS, INC. [CAVM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ALLIANCE SEMICONDUCTOR CORP., 2900 LAKESIDE DRIVE, SUITE 229		 3. Date of Earliest Transaction (Month/Day/Year)
05/07/2007
(Street)

SANTA CLARA, CA 95054		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/07/2007   C   816,316 A (1) 342,968 (2) I By Scenic Investments L.P. (3)
Common Stock 05/07/2007   C   316,840 A (1) 30,872 (4) I By Solar Venture Partners LP (4)
Common Stock 11/14/2007   C   2,733 A (1) 2,733 (4) D  
Common Stock 05/05/2007   C   86,207 A (1) 86,207 I By Scenic Capital (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 05/07/2007   C     555,555   (1)   (1) Common Stock 555,555 $ 0 0 I By Galaxy Venture Partners III, LLC (6)
Series A Preferred Stock (1) 05/07/2007   C     138,888   (1)   (1) Common Stock 138,888 $ 0 0 I By Solar Venture Partners LP (6)
Series B Preferred Stock (1) 05/07/2007   C     260,761   (1)   (1) Common Stock 260,761 $ 0 0 I By Galaxy Venture Partners III, LLC (6)
Series B Preferred Stock (1) 05/07/2007   C     152,746   (1)   (1) Common Stock 152,746 $ 0 0 I By Solar Venture Partners LP (6)
Series D Preferred Stock (1) 05/07/2007   C     25,206   (1)   (1) Common Stock 25,206 $ 0 0 I By Solar Venture Partners LP (6)
Series D Preferred Stock (1) 05/07/2007   C     86,207   (1)   (1) Common Stock 86,207 $ 0 0 I By Scenic Capital (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REDDY C N
C/O ALLIANCE SEMICONDUCTOR CORP.
2900 LAKESIDE DRIVE, SUITE 229
SANTA CLARA, CA 95054		   X      

Signatures

 /s/ Vincent P. Pangrazio, with power of attorney   03/05/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Each share of Preferred Stock converted into one share of Common Stock upon the closing of the Issuer's initial public offering, was convertible at any time at the election of the holders and had no expiration date.
(2) Subsequent to the date of the transaction reported on this Form 4, Galaxy Venture Partners III, LLC, of which the reporting person is a general partner, made a pro rata distribution of all of its 816,316 Common Stock shares to its partners, including Scenic Investments, L.P., of which the reporting person is a general partner.
(3) The reporting person is one of the general partners of Scenic Investments, L.P. The reporting person disclaims beneficial ownership of these securities, except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(4) Subsequent to the date of the transaction reported on this Form 4, Solar Ventures Partners, L.P. made a pro rata distribution of 285,968 shares to its partners, including 2,733 shares to the reporting person, who is a general partner of Solar Ventures Partners, L.P. The reporting person disclaims beneficial ownership of the remaining 30,872 shares held by Solar Ventures Partners, L.P., except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(5) The reporting person is the general partner of Scenic Capital. The reporting person disclaims beneficial ownership of these securities, except to his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(6) The reporting person is one of the general partners of Galaxy Venture Partners III, LLC, one of the general partners of Solar Venture Partners, L.P. and the general partner of Scenic Capital. The reporting person may be deemed to share voting and investment power over these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in them.

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