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 * JARVE JOHN W   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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL RD, BLDG 4 STE 100 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2007 (Street) MENLO PARK, CA 94025 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 12/07/2007   J(1)   4,513,654 D (1) 387,690 I Held by Menlo Ventures IX, L.P. (2) Common Stock 12/07/2007   J(1)   148,950 D (1) 12,789 I Held by Menlo Entrepreneurs Fund IX, L.P. (3) Common Stock 12/07/2007   J(1)   18,054 D (1) 1,906 I Held by Menlo Entrepreneurs Fund IX,(A) L.P. (4) Common Stock 12/07/2007   J(1)   81,246 D (1) 8,418 I Held by MMEF IX, L.P. (5) Common Stock 12/07/2007   J(1)   17,077 A (1) 32,642 I Held by the Jarve Family Trust dated 4/25/95 (6) Common Stock 12/07/2007   J(1)   1,642 A (1) 3,116 I Held by Linden Partners II, LP (7) Common Stock 12/07/2007   J(1)   9,972 A (1) 18,927 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JARVE JOHN W 3000 SAND HILL RD BLDG 4 STE 100 MENLO PARK, CA 94025	X	X

Signatures

/s/ John W. Jarve		12/10/2007
**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)	Explanation of Code J: Pro rata in kind distribution without consideration by Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. to all their partners, including MV Management IX, LLC, which in turn distributed pro rata in kind and without consideration all 66,626 shares received to its members, which included to John W. Jarve, a managing member of MV Management IX, LLC.
(2)	These shares are owned directly by Menlo Ventures IX, L.P., whose sole general partner is MV Management IX, L.L.C. ("MVM-IX") of which John W. Jarve is a managing member. The reporting person disclaims beneficial ownership of therse securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities 16 or any other purposes. John W. Jarve is a director of Issuer.
(3)	These shares are owned directly by Menlo Entrepreneurs Fund IX, L.P. whose sole general partner is MVM-IX of which John W. Jarve is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of 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)	These shares are owned directly by Menlo Entrepreneurs Fund IX (A), L.P., whose sole general partner is MVM-IX of which John W. Jarve is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of 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)	These shares are owned directly by MMEF IX, L.P., whose sole general partner is MVM-IX of which John W. Jarve is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of 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)	These shares are owned by the Jarve Family Trust dated 4/25/95.
(7)	These shares are owned by Linden Partners II, L.P. whose sole general partner is John W. Jarve.

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