Silicon Graphics International (SGI) Form 4 Silicon Graphics International / KIRK O WILLIAMS 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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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^*

WILLIAMS KIRK O

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Gen. Counsel & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2016

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

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
Restricted Stock Units	(1)	08/10/2016		A		7,500		(2)	(3)	Common Stock	7,500	$0	40,282	D
Performance-Based Restricted Stock Units	(1)	08/10/2016		A		1,250		(4)	(3)	Common Stock	1,250	$0	1,250	D
Performance-Based Restricted Stock Units	(1)	08/10/2016		A		1,250		(5)	(3)	Common Stock	1,250	$0	2,500	D
Performance-Based Restricted Stock Units	(1)	08/10/2016		A		4,375		(6)	(3)	Common Stock	4,375	$0	6,875	D
Performance-Based Restricted Stock Units	(1)	08/10/2016		A		4,375		(7)	(3)	Common Stock	4,375	$0	11,250	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

2. This restricted stock unit award will vest over (3) three years, vesting 1/12 of the shares quarterly.

3. Restricted Stock Units have no expiration date.

4. This performance-based restricted stock unit award grant (PSU) is subject to a Total Stockholder Return performance metric determined by the Compensation Committee of the Company's Board of Directors (Compensation Committee). Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting over the remaining 2 years if the performance metric is deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metric will be deemed obtained.

5. This PSU is subject to performance metrics: 50% revenue and 50% operating income as determined by the Compensation Committee. Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting over the remaining 2 years if the performance metrics are deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metrics will be deemed obtained.

6. This PSU is subject to a Total Stockholder Return performance metric determined by the Compensation Committee. Vesting for this PSU is 25% one year after the initial grant date of June 27, 2016, with quarterly vesting over the remaining 3 years if the performance metric is deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metric will be deemed obtained.

7. This PSU is subject to performance metrics: 50% revenue and 50% operating income as determined by the Compensation Committee. Vesting for this PSU is 25% one year after the initial grant date of June 27, 2016, with quarterly vesting over the remaining 3 years if the performance metrics are deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metrics will be deemed obtained.

	/s/ Mekonnen P. Asrat as Attorney in Fact for Kirk O. Williams	08/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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