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. )
NIMBLE STORAGE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
65440R101
(CUSIP Number)
12/31/13
(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)
(Continued on following pages)
Page 1 of 16 Pages
| CUSIP NO. 65440R101 | 13 G | Page 2 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XII, L.P. (“SC XII”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005647 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
10,150,192 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,150,192 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,150,192 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 3 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (“STP XII”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5565282 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
379,801 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
379,801 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,801 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 4 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XII PRINCIPALS FUND LLC (“SC XII PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8738686 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,084,824 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,084,824 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,084,824 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 5 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SC XII MANAGEMENT, LLC (“SC XII LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005544 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
11,614,817 shares of which 10,150,192 shares are directly held by SC XII, 379,801 shares are directly held by STP XII and 1,084,824 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED VOTING POWER
11,614,817 shares of which 10,150,192 shares are directly held by SC XII, 379,801 shares are directly held by STP XII and 1,084,824 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,614,817 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 6 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SC US GF V HOLDINGS, LTD. (“SCGF V HOLD”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1019224 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,325,401 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,325,401 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 7 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (“SCGF V”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1017204 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 8 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (“SCGF V PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1017231 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 9 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SCGF V MANAGEMENT, L.P. (“SCGF V MGMT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1017014 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. SCGF V MGMT is the General Partner of SCGF V and SCGF V PF. SCGF V and SCGF V PF together own 100% of the outstanding ordinary shares of SCGF V HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. SCGF V MGMT is the General Partner of SCGF V and SCGF V PF. SCGF V and SCGF V PF together own 100% of the outstanding ordinary shares of SCGF V HOLD. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 10 of 16 Pages |
| 1 | NAME OF REPORTING PERSON
SC GF V TT, LTD. (“SC GF V TT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1016997 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. SC GF V TT is the General Partner of SCGF V MGMT, which is the General Partner of each of SCGF V and SCGF V PF. SCGF V and SCGF V PF together own 100% of the outstanding ordinary shares of SCGF V HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,325,401 shares, all of which are held directly by SCGF V HOLD. SC GF V TT is the General Partner of SCGF V MGMT, which is the General Partner of each of SCGF V and SCGF V PF. SCGF V and SCGF V PF together own 100% of the outstanding ordinary shares of SCGF V HOLD. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 71,593,743 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 65440R101 | 13 G | Page 11 of 16 Pages |
| ITEM 1. |
| (a) | Name of Issuer: Nimble Storage, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
211 River Oaks Parkway
San Jose, CA 95134
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital XII, L.P.
Sequoia Technology Partners XII, L.P.
Sequoia Capital XII Principals Fund, LLC
SC XII Management, LLC
SC US GF V Holdings, Ltd.
Sequoia Capital U.S. Growth Fund V, L.P.
Sequoia Capital USGF Principals Fund V, L.P.
SCGF V Management, L.P.
SC GF V TT, Ltd.
SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. SC GF V TT is the General Partner of SCGF V MGMT. SCGF V MGMT is the General Partner of each of SCGF V and SCGF V PF. SCGF V and SCGF V PF together own 100% of the outstanding ordinary shares of SCGF V HOLD.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC XII LLC, SC XII, STP XII, SC XII PF: Delaware
SC GF V TT, SCGF V MGMT, SCGF V HOLD, SCGF V, SCGF V PF: Cayman Islands
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 65440R101 |
| CUSIP NO. 65440R101 | 13 G | Page 12 of 16 Pages |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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.¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. 65440R101 | 13 G | Page 13 of 16 Pages |
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: February 12, 2014 | ||||
| Sequoia Capital XII, L.P. | ||||
| Sequoia Technology Partners XII, L.P. | ||||
| By: | SC XII Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XII Principals Fund, LLC | ||||
| By: | SC XII Management, LLC its Managing Member | |||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XII Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC US GF V Holdings, Ltd. | ||||
| By: | Sequoia Capital U.S. Growth Fund V, L.P. Sequoia Capital USGF Principals Fund V, L.P. its Members | |||
| By: | SCGF V Management, L.P., General Partner of each | |||
| By: | SC GF V TT, Ltd., its General Partner | |||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| CUSIP NO. 65440R101 | 13 G | Page 14 of 16 Pages |
| Sequoia Capital U.S. Growth Fund V, L.P. | ||||
| Sequoia Capital USGF Principals Fund V, L.P. | ||||
| By: | SCGF V Management, L.P., | |||
| General Partner of each | ||||
| By: SC GF V TT, Ltd., | ||||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF V Management, L.P., | ||||
By: SC GF V TT, Ltd., its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC GF V TT, Ltd., | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| CUSIP NO. 65440R101 | 13 G | Page 15 of 16 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of Nimble Storage, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 12, 2014
| Sequoia Capital XII, L.P. | ||||
| Sequoia Technology Partners XII, L.P. | ||||
| By: | SC XII Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XII Principals Fund, LLC | ||||
| By: | SC XII Management, LLC its Managing Member | |||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XII Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC US GF V Holdings, Ltd. | ||||
| By: | Sequoia Capital U.S. Growth Fund V, L.P. Sequoia Capital USGF Principals Fund V, L.P. its Members | |||
| By: | SCGF V Management, L.P., General Partner of each | |||
| By: | SC GF V TT, Ltd., its General Partner | |||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| CUSIP NO. 65440R101 | 13 G | Page 16 of 16 Pages |
| Sequoia Capital U.S. Growth Fund V, L.P. | ||||
| Sequoia Capital USGF Principals Fund V, L.P. | ||||
| By: | SCGF V Management, L.P., | |||
| General Partner of each | ||||
| By: SC GF V TT, Ltd., | ||||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF V Management, L.P., | ||||
By: SC GF V TT, Ltd., its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC GF V TT, Ltd., | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
