| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AEROHIVE NETWORKS, INC [ HIVE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 06/01/2015 | F | 5,638(1) | D | $7.15 | 743,642 | D | |||
| Common Stock(2) | 06/01/2015 | A | 90,000 | A | $0.00 | 837,741(3) | D | |||
| Common Stock | 589,789 | I | See footnote(4) | |||||||
| 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 | ||||||||
| Employee Stock Option (right to buy) | $7.15 | 06/01/2015 | A | 550,000 | (5) | 06/01/2025 | Common Stock | 550,000 | $0.00 | 550,000 | D | ||||
| Explanation of Responses: |
| 1. In an exempt disposition to the Issuer under rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of previously reported restricted stock units, or RSUs. |
| 2. Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of Common Stock of Aerohive Networks. The shares will vest ratably in sixteen equal quarterly installments as of September 1, December 1, March 1, and June 1 of each year, with the first quarterly vesting occurring as of September 1, 2015 and the last quarterly vesting occurring as of June 1, 2019, subject to the Reporting Person continuing as a service provider through each such date. |
| 3. Includes 4,099 shares acquired on June 1, 2015 under the Aerohive Networks 2014 Employee Stock Purchase Plan. |
| 4. The shares are held by the David Flynn 2012 Annuity Trust dated December 20, 2012, of which the Reporting Person is the trustee. |
| 5. One forty-eighth of the shares subject to the option vest on July 1, 2015 and monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
| Remarks: |
| /s/ Steve Debenham, by power of attorney | 06/03/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
