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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Ali Syed
   2. Issuer Name and Ticker or Trading Symbol
CAVIUM, INC. [CAVM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., CEO, Chairman of board
(Last)
(First)
(Middle)
C/O CAVIUM, INC., 2315 N. FIRST STREET		 3. Date of Earliest Transaction (Month/Day/Year)
01/30/2014
(Street)

SAN JOSE, CA 95131		 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 01/30/2014   M   38,000 A (1) (2) (3) 1,451,662 D  
Common stock 01/31/2014   M   18,750 A (4) 1,470,412 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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
Restricted stock units (1) 01/30/2014   M     15,000   (1)   (1) Common stock 15,000 $ 0 0 D  
Restricted stock units (2) 01/30/2014   M     10,500   (2)   (2) Common stock 10,500 $ 0 10,500 D  
Restricted stock units (3) 01/30/2014   M     12,500   (3)   (3) Common stock 12,500 $ 0 25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ali Syed
C/O CAVIUM, INC.
2315 N. FIRST STREET
SAN JOSE, CA 95131		   X     Pres., CEO, Chairman of board  

Signatures

 /s/ Arthur D. Chadwick with Power of Attorney   02/03/2014
**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) As reported on Form 4 filed on January 8, 2010, the reporting person received a grant of 60,000 Restricted Stock Units ("RSU's") on January 6, 2010 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSU will vest annually on each of January 30, 2011, January 30, 2012, January 30, 2013 and January 2014. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the remaining 25% of these RSU's vested, resulting in the issuance of 15,000 shares of Cavium's common stock.
(2) As reported on Form 4/A filed on March 29, 2011, the reporting person received a grant of 42,000 Restricted Stock Units ("RSU's") on March 10, 2011 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2012, January 30, 2013, January 30, 2014 and January 30, 2015. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the third 25% of these RSU's vested, resulting in the issuance of 10,500 shares of Cavium's common stock.
(3) As reported on Form 4 filed on February 28, 2012, the reporting person received a grant of 50,000 Restricted Stock Units ("RSU's") on February 24, 2012 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each of January 30, 2013, January 30, 2014, January 30, 2015 and January 30, 2016. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Cavium's common stock. On January 30, 2014, the second 25% of these RSU's vested, resulting in the issuance of 12,500 shares of Cavium's common stock.
(4) As reported on Form 4 filed on March 26, 2013, the reporting person received a grant of 75,000 Restricted Stock Units ("RSU's") on March 22, 2013 pursuant to Cavium's 2007 Equity Incentive Plan. 25% of the RSUs will vest annually on each January 31, 2014, January 31, 2015, January 31, 2016 and January 31, 2017. On January 31, 2014, the first 25% of these RSU's vested, resulting in the issuance of 18,750 shares of Cavium's common stock. This RSU grant was reported in Table 1 of Form 4 dated March 26, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.