Northern Light Venture Fund L P Form 4 AEROHIVE NETWORKS / LIGHT VENTURE FUND L P NORTHERN 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^*

Northern Light Venture Capital, Ltd.

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AEROHIVE NETWORKS, INC [ HIVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock								5,780,170	I	See footnote(1)
Common Stock								1,269,453	I	See footnote(2)
Common Stock								634,724	I	See footnote(3)
Common Stock	11/06/2018		J(4)		1,040	D	$0.00	930	I	See footnote(5)

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

1. Name and Address of Reporting Person^*

Northern Light Venture Capital, Ltd.

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northern Light Partners, L.P.

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTHERN LIGHT VENTURE FUND L P

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTHERN LIGHT STRATEGIC FUND L P

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northern Light Partners Fund, L.P.

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lee Jeffrey

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DENG FENG

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KE YAN

(Last) (First) (Middle)

SUITE 1701, HUTCHISON HOUSE

10 HARCOURT ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

Explanation of Responses:

1. Shares held directly by Northern Light Venture Fund, L.P. ("NLVF"). Northern Light Partners, L.P., the general partner of NLVF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLVF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLVF. Such persons and entities disclaim beneficial ownership of shares held by NLVF, except to the extent of any pecuniary interest therein.

2. Shares held directly by Northern Light Strategic Fund, L.P. ("NLSF"). Northern Light Partners, L.P., the general partner of NLSF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLSF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLSF. Such persons and entities disclaim beneficial ownership of shares held by NLSF, except to the extent of any pecuniary interest therein.

3. Shares held directly by Northern Light Partners Fund, L.P. ("NLPF"). Northern Light Partners, L.P., the general partner of NLPF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLPF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLPF. Such persons and entities disclaim beneficial ownership of shares held by NLPF, except to the extent of any pecuniary interest therein.

4. Represents a pro-rata in-kind distribution, and not a purchase or sale, without additional consideration to its partners.

5. Shares held directly by Northern Light Partners, L.P., the general partner of each of NLVF, NLSF and NLPF. Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may be deemed to have sole voting and dispositive power over the shares held by Northern Light Partners, L.P. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by Northern Light Partners, L.P. Such persons and entities disclaim beneficial ownership of shares held by Northern Light Partners, L.P., except to the extent of any pecuniary interest therein.

Remarks:

	Northern Light Venture Capital, Ltd., By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director	11/09/2018
	Northern Light Partners, L.P., By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director	11/09/2018
	Northern Light Venture Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director	11/09/2018
	Northern Light Strategic Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director	11/09/2018
	Northern Light Partners Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director	11/09/2018
	By /s/ Jeffrey D. Lee, Jeffrey D. Lee	11/09/2018
	Feng Deng, By /s/ Jeffrey D. Lee, Jeffrey D. Lee, Attorney-in-Fact	11/09/2018
	Yan Ke, By /s/ Jeffrey D. Lee, Jeffrey D. Lee, Attorney-in-Fact	11/09/2018
	** 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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