Lightspeed Venture Partners VII SC 13G Aerohive Networks, Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.  )*

Aerohive Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

007786106

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Lightspeed Venture Partners VII, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person PN

(1)This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VII”), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (“LGP VII”), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (“LUGP VII”), Barry Eggers (“Eggers”), Ravi Mhatre (“Mhatre”), Peter Y. Nieh (“Nieh”) and Christopher J. Schaepe (“Schaepe” and together with Lightspeed VII, LGP VII, LUGP VII, Eggers, Mhatre and Nieh, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

2

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Lightspeed General Partner VII, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares  (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares  (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares of Common Stock (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person PN

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

3

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Lightspeed Ultimate General Partner VII, Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person OO

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

4

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Barry Eggers
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person IN

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

5

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Ravi Mhatre
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person IN

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

6

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Peter Y. Nieh
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0 shares
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0 shares
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person IN

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

7

CUSIP No. 007786106						13 G
	1	Names of Reporting Persons. Christopher J. Schaepe
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x (1)
	3	SEC Use Only
	4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 7,376,825 shares (2)
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 7,376,825 shares (2)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 7,376,825 shares (2)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 16.0% (3)
	12	Type of Reporting Person IN

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s Form 10-Q filed on November 13, 2014.

8

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Aerohive Networks, Inc. (the “Issuer”).  This Statement is intended to supersede that Statement on Schedule 13G, filed on February 13, 2015, on behalf of Lightspeed Venture Partners VIII, L.P., Lightspeed General Partner VIII, L.P., Lightspeed Ultimate General Partner VIII, Ltd., Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe (the “Lightspeed VIII Statement”), which filing erroneously reported the Common Stock reflected in this Statement as being directly held by Lightspeed Venture Partners VIII, L.P. (rather than Lightspeed Venture Partners VII, L.P.).  The number of shares of the Issuer’s Common Stock reported as beneficially owned in this Statement is identical to the number reflected in the Lightspeed VIII Statement.

Item 1
	(a)	Name of Issuer: Aerohive Networks, Inc.
		Address of Issuer’s Principal Executive Offices: 330 Gibraltar Drive Sunnyvale, California 94089
Item 2
	(a)	Name of Person(s) Filing: Lightspeed Venture Partners VII, L.P. (“Lightspeed VII”) Lightspeed General Partner VII, L.P. (“LGP VII”) Lightspeed Ultimate General Partner VII, Ltd. (“LUGP VII”) Barry Eggers (“Eggers”) Ravi Mhatre (“Mhatre”) Peter Y. Nieh (“Nieh”) Christopher J. Schaepe (“Schaepe”)
	(b)	Address of Principal Business Office: c/o Lightspeed Venture Partners 2200 Sand Hill Road Menlo Park, CA 94025
	(b)	Citizenship: Entities:         Lightspeed VII - Cayman Islands                       LGP VII - Cayman Islands                       LUGP VII - Cayman Islands Individuals:   Eggers  - United States of America                       Mhatre - United States of America                       Nieh     - United States of America                      Schaepe - United States of America
	(d)	Title of Class of Securities: Common Stock
	(e)	CUSIP Number: 007786106
Item 3	Not applicable.

9

Item 4Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:

Reporting Persons (1)	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class (2)
Lightspeed VII	7,376,825	—	7,376,825	—	7,376,825	7,376,825	16.0	%
LGP VII	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%
LUGP VII	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%
Eggers	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%
Mhatre	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%
Nieh	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%
Schaepe	—	—	7,376,825	—	7,376,825	7,376,825	16.0	%

(1)The shares are held by Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.

(2)This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuer’s From 10-Q filed on November 13, 2014.

Item 5Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:      ¨

Item 6Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8Identification and Classification of Members of the Group.

Not applicable.

Item 9Notice of Dissolution of Group.

Not applicable.

10

Item 10Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2015

Lightspeed Venture Partners VII, L.P.

By:	Lightspeed General Partner VII, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner VII, Ltd.
Its:	General Partner
By:	/s/ Christopher J. Schaepe
	Authorized Representative
Lightspeed General Partner VII, L.P.
By:	Lightspeed Ultimate General Partner VII, Ltd.
Its:	General Partner
By:	/s/ Christopher J. Schaepe
	Authorized Representative
Lightspeed Ultimate General Partner VII, Ltd.
By:	/s/ Christopher J. Schaepe
	Authorized Representative
By:	/s/ Barry Eggers
	Barry Eggers
By:	/s/ Ravi Mhatre
	Ravi Mhatre
By:	/s/ Peter Y. Nieh
	Peter Y. Nieh
By:	/s/ Christopher J. Schaepe
	Christopher J. Schaepe

11

Exhibit(s):

A - Joint Filing Statement

12

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Aerohive Networks, Inc. is filed on behalf of each of us.

Dated: April 7, 2015

Lightspeed Venture Partners VII, L.P.

By:	Lightspeed General Partner VII, L.P.
Its:	General Partner
By:	Lightspeed Ultimate General Partner VII, Ltd.
Its:	General Partner
By:	/s/ Christopher J. Schaepe
	Authorized Representative
Lightspeed General Partner VII, L.P.
By:	Lightspeed Ultimate General Partner VII, Ltd.
Its:	General Partner
By:	/s/ Christopher J. Schaepe
	Authorized Representative
Lightspeed Ultimate General Partner VII, Ltd.
By:	/s/ Christopher J. Schaepe
	Authorized Representative
By:	/s/ Barry Eggers
	Barry Eggers
By:	/s/ Ravi Mhatre
	Ravi Mhatre
By:	/s/ Peter Y. Nieh
	Peter Y. Nieh
By:	/s/ Christopher J. Schaepe
	Christopher J. Schaepe

13