Ron Verdoorn Form 4 Silicon Graphics International / RON VERDOORN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VERDOORN RON

(Last) (First) (Middle)

C/O SGI

900 N. MCCARTHY BOULEVARD

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Silicon Graphics International Corp [ SGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

4. If Amendment, Date of 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

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	11/01/2016		D		108,094	D	(1)	0	D

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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (Right to Buy)	$9.02	11/01/2016		D			10,000	01/03/2015	01/03/2021	Common Stock	10,000	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$11.69	11/01/2016		D			15,000	12/06/2012	01/03/2022	Common Stock	15,000	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$9.78	11/01/2016		D			2,500	03/01/2012	03/01/2022	Common Stock	2,500	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$10.47	11/01/2016		D			15,000	12/09/2013	01/02/2023	Common Stock	15,000	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$14.01	11/01/2016		D			2,500	02/01/2012	02/01/2022	Common Stock	2,500	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$11.83	11/01/2016		D			2,833	05/23/2011	05/23/2017	Common Stock	2,833	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$13.47	11/01/2016		D			2,833	05/29/2012	05/29/2018	Common Stock	2,833	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$9.53	11/01/2016		D			2,500	04/02/2012	04/02/2022	Common Stock	2,500	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$9.82	11/01/2016		D			2,500	05/01/2012	05/01/2022	Common Stock	2,500	(2)	0	D

Explanation of Responses:

1. Shares were disposed of at the effective time of the merger of a subsidiary of Hewlett Packard Enterprise Company ("HPE") with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of August 11, 2016, by and among HPE, Satellite Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $7.75 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration").

2. Shares consist of unexercised non-qualified stock options that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.

	/s/ Kirk O. Williams as Attorney in Fact for Ron Verdoorn	11/02/2016
	** Signature of Reporting Person	Date
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