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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Gigamon Inc. [ GIMO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/28/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/28/2015 | J(1) | 922,198 | D | $0 | 1,705,762 | I | See footnote(1) | ||
| Common Stock | 04/28/2015 | J(2) | 223,467 | D | $0 | 413,338 | I | See footnote(2) | ||
| Common Stock | 04/28/2015 | J(3) | 325,438 | D | $0 | 601,952 | I | See footnote(3) | ||
| Common Stock | 04/28/2015 | J(4) | 28,897 | D | $0 | 53,448 | I | See footnote(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Effective April 28, 2015, Highland Capital Partners VII Limited Partnership ("HCP VII"), a venture capital partnership, distributed in-kind, without consideration, a total of 922,198 shares of Common Stock of the Issuer to its limited partners, including Highland Management Partners VII, LP ("HMP VII LP"), the general partner of HCP VII, and to the limited partners of HMP VII. The remaining securities are held by HCP VII. Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of HMP VII LP. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein. |
| 2. Effective April 28, 2015, Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"), a venture capital partnership, distributed in-kind, without consideration, a total of 223,467 shares of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-B, and to the limited partners of HMP VII. The remaining securities are held by HCP VII-B. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein. |
| 3. Effective April 28, 2015, Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"), a venture capital partnership, distributed in-kind, without consideration, a total of 325,438 shares of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-C, and to the limited partners of HMP VII. The remaining securities are held by HCP VII-C. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein. |
| 4. Effective April 28, 2015, Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"), a venture capital partnership, distributed in-kind, without consideration, a total of 28,897 shares of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HEF VII, and to the limited partners of HMP VII. The remaining securities are held by HEF VII. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein. |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC | 04/30/2015 | |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership | 04/30/2015 | |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership | 04/30/2015 | |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership | 04/30/2015 | |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership | 04/30/2015 | |
| /s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership | 04/30/2015 | |
| ** 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. | ||