Titinger Jorge Form 4 Silicon Graphics International / Jorge Titinger 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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X

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^*

Titinger Jorge

(Last) (First) (Middle)

C/O SGI

900 N. MCCARTHY BOULEVARD

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Silicon Graphics International Corp [ SGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

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

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

X	Form filed by One Reporting Person
	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	11/01/2016		D		270,230	D	(1)	0	D

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
Restricted Stock Units	$0	11/01/2016		D			363,475	(2)	(3)	Common Stock	363,475	(4)	0	D
Performance Restricted Stock Units	$0	11/01/2016		D			91,589	(2)	(3)	Common Stock	91,589	(5)	0	D
Non-Qualified Stock Options (Right to Buy)	$9.78	11/01/2016		D			209,896	02/17/2016	03/01/2022	Common Stock	209,896	(6)	0	D

Explanation of Responses:

1. Shares were disposed of at the effective time of the merger of a subsidiary of Hewlett Packard Enterprise Company ("HPE") with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of August 11, 2016, by and among HPE, Satellite Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $7.75 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration").

2. Vests in accordance with the terms and conditions of the original grants and plans.

3. Restricted Stock Units have no expiration date

4. Shares consist of unvested restricted stock units that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.

5. Shares consist of unvested performance stock units that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement. Pursuant to their terms, such performance stock units are deemed attained and subject only to time based vesting.

6. Shares consist of unexercised non-qualified stock options that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.

	/s/ Kirk O. Williams as Attorney in Fact for Jorge Titinger	11/02/2016
	** 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).
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