Sequoia Capital Xii Principals Fund Form 4 Nimble Storage / TECHNOLOGY PARTNERS XII A DELAWARE L P SEQUOIA 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^*

SC XII MANAGEMENT LLC

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nimble Storage Inc [ NMBL ]

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)
09/30/2015

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	09/30/2015		J(1)		189,901	D	(1)	189,900	I	By Sequoia Technology Partners XII, L.P.(2)
Common Stock	09/30/2015		J(1)		542,412	D	(1)	542,412	I	By Sequoia Capital XII Principals Fund, LLC(2)
Common Stock	09/30/2015		J(1)		5,075,096	D	(1)	5,075,096	I	By Sequoia Capital XII, LP(2)
Common Stock	09/30/2015		J(1)		662,701	D	(1)	662,700	I	By SC US GF V Holdings, Ltd.(3)

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^*

SC XII MANAGEMENT LLC

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCGF V Management, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC US GF V Holdings, Ltd.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners, shareholders or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

2. SC XII Management, LLC ("SC XII Management") is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. As a result, SC XII Management may be deemed to share beneficial ownership of the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. As a result, SC US TTGP, Sequoia Capital U.S. Growth Fund V, L.P., Sequoia Capital USGF Principals Fund V, L.P. and GF V Management may be deemed to share beneficial ownership of the shares held by SC US GF V Holdings, Ltd. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD.	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P.	10/01/2015
	/s/ Melinda Dunn, by POA for James J. Goetz, a Director of SC US(TTGP), LTD., the GP of SCGF V Management, L.P., the GP of Sequoia Capital US Growth Fund V, L.P. & Sequoia Capital USGF Principals Fund V, L.P., the shareholders of SC US GF V Holdings, Ltd.	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital US Growth Fund V, L.P	10/01/2015
	By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund V, L.P.	10/01/2015
	** Signature of Reporting Person	Date
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