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 * AVM Capital Partners LLC   2. Issuer Name and Ticker or Trading Symbol CAVIUM NETWORKS, INC. [CAVM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12930 SARATOGA AVENUE, SUITE D-8 3. Date of Earliest Transaction (Month/Day/Year) 05/07/2007 (Street) SARATOGA, CA 95020 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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   277,777 A (1) 277,777 I By Alliance Ventures III LP (2) Common Stock 05/07/2007   C   4,129,575 A (1) 4,129,575 I By Alliance Ventures IV LP (2)

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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

277,777

(1)

(1)

Common Stock

277,777

$ 0

0

I

By Alliance Ventures III LP (2)

Series A Preferred Stock

(1)

05/07/2007

C

1,944,444

(1)

(1)

Common Stock

1,944,444

$ 0

0

I

By Alliance Ventures IV LP (2)

Series B Preferred Stock

(1)

05/07/2007

C

1,495,476

(1)

(1)

Common Stock

1,495,476

$ 0

0

I

By Alliance Ventures IV LP (2)

Series C Preferred Stock

(1)

05/07/2007

C

689,655

(1)

(1)

Common Stock

689,655

$ 0

0

I

By Alliance Ventures IV LP (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
AVM Capital Partners LLC 12930 SARATOGA AVENUE SUITE D-8 SARATOGA, CA 95020		X
Alliance Ventures III, L.P. 12930 SARATOGA AVENUE SUITE D-8 SARATOGA, CA 95020		X
Alliance Ventures IV, L.P. 12930 SARATOGA AVENUE SUTIE D-8 SARATOGA, CA 95020		X

Signatures

Alliance Ventures III LP by AVM Capital Partners LLC its General Partners /s/ Steve Schlossareck, Managing Member		05/07/2007
**Signature of Reporting Person		Date
Alliance Ventures IV LP by AVM Capital Partners LLC its General Partners /s/ Steve Schlossareck, Managing Member		05/07/2007
**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)	Each share of Preferred Stock converted into one share of Common Stock upon the Closing of the Issuers public offering, was convertible at any time at the election of the holders and had no expiration date.
(2)	Randall Meals, Steven Schlossareck and Maury Domengeaux are managing directors of AVM Capital Partners LLC, which is the general partner of Alliance Ventures IV, L.P. and Alliance Ventures III, L.P. Randal Meals, Steven Schlossareck and Maury Domengeaux have shared voting and investment power over the shares held by Alliance Ventures IV, L.P. and Alliance Ventures III, L.P. Randall Meals, Steven Schlossareck and Maury Domengeaux disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest therein.

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