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. 2)*
Aerohive Networks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
007786106
(CUSIP Number)
June 6, 2016**
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ 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).
**This amendment is an early filing to reflect beneficial ownership of five percent or less of Common Stock.
(Continued on following pages)
Page1 of 8
Exhibit Index on Page 7
| CUSIP 007786106 | Page2 of 8 |
1. |
NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XII, LLC (“KPCB XII”)
| ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
| ||
3. |
SEC USE ONLY
| ||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares.
| |
6. |
SHARED VOTING POWER 0 shares.
| ||
7. |
SOLE DISPOSITIVE POWER 0 shares.
| ||
8.
|
SHARED DISPOSITIVE POWER 0 shares.
| ||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0.0%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
| CUSIP 007786106 | Page 3 of 8 |
1. |
NAME OF REPORTING PERSONS KPCB XII Founders Fund, LLC (“KPCB XII Founders”)
| ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
| ||
3. |
SEC USE ONLY
| ||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares.
| |
6. |
SHARED VOTING POWER 0 shares.
| ||
7. |
SOLE DISPOSITIVE POWER 0 shares.
| ||
8.
|
SHARED DISPOSITIVE POWER 0 shares.
| ||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0.0%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
| CUSIP 007786106 | Page 4 of 8 |
1. |
NAME OF REPORTING PERSONS KPCB XII Associates, LLC
| ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
| ||
3. |
SEC USE ONLY
| ||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares.
| |
6. |
SHARED VOTING POWER 0 shares.
| ||
7. |
SOLE DISPOSITIVE POWER 0 shares.
| ||
8.
|
SHARED DISPOSITIVE POWER 0 shares.
| ||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0.0%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
| CUSIP 007786106 | Page 5 of 8 |
This Amendment No. 2 amends the Statement on Schedule 13G previously filed by Kleiner Perkins Caufield & Byers XII, LLC, a Delaware limited liability company, KPCB XII Founders Fund, LLC, a Delaware limited liability company, and KPCB XII Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 2.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of June 6, 2016:
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: xYes |
| CUSIP 007786106 | Page 6 of 8 |
SIGNATURES
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.
Date: June 6, 2016
| KLEINER PERKINS CAUFIELD & BYERS XII, LLC, a Delaware limited liability company | ||
| By: KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its general partner | ||
| By: | /s/ Paul Vronsky | |
| Paul Vronsky | ||
| General Counsel | ||
| KPCB XII FOUNDERS FUND, LLC, a Delaware limited liability company | ||
| By: KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its general partner | ||
| By: | /s/ Paul Vronsky | |
| Paul Vronsky | ||
| General Counsel | ||
| KPCB XII ASSOCIATES, LLC, a Delaware limited liability company | ||
| By: | /s/ Paul Vronsky | |
| Paul Vronsky | ||
| General Counsel | ||
| CUSIP 007786106 | Page 7 of 8 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 8 |
| CUSIP 007786106 | Page 8 of 8 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.