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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Gigamon Inc. [ GIMO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/28/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/28/2017 | D | 87,827(1)(2)(3)(4)(5) | D | $0.00 | 98,628 | D | |||
| Common Stock | 06/28/2017 | A | 11,050(1)(6) | A | $0.00 | 109,678 | D | |||
| Common Stock | 06/28/2017 | A | 30,188(1)(7) | A | $0.00 | 139,866 | D | |||
| Common Stock | 06/28/2017 | A | 45,375(1)(8) | A | $0.00 | 185,241 | D | |||
| Common Stock | 06/28/2017 | A | 1,214(1)(9) | A | $0.00 | 186,455 | D | |||
| Common Stock | 06/28/2017 | A | 67,837(1)(10) | A | $0.00 | 254,292 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (11) | 06/28/2017 | D | 67,837 | (11) | (11) | Common Stock | 67,837 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. All of the awards listed on this Form 4 were granted in connection with the cancellation of an equal number of restricted stock unit awards. Includes the cancellation of an aggregate of 155,664 restricted stock units, or RSUs, and the subsequent re-grant of an aggregate of 155,664 restricted stock awards to the Reporting Person pursuant to the Restricted Stock Unit Cancellation Agreement between the Issuer and the Reporting Person dated June 28, 2017 (the "Cancellation Agreement"). As such, there are no new or incremental awards being made to Mr. Hooper. |
| 2. Includes the cancellation of an award of 11,050 restricted stock units, or RSUs, pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 14, 2014 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 11,050 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein. |
| 3. Includes the cancellation of an award of 30,188 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 17, 2015 which were scheduled to vest in seven equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 30,188 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein. |
| 4. Includes the cancellation of an award of 45,375 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 45,375 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein. |
| 5. Includes the cancellation of an award of 1,214 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 1,214 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein. |
| 6. The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (2) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017. |
| 7. The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (3) above. The shares of Issuer common stock subject to this restricted stock award vest in seven equal quarterly installments beginning on August 15, 2017. |
| 8. The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (4) above. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017. |
| 9. The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (5) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017. |
| 10. The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (11) below. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017. |
| 11. Represents the cancellation of an award of 67,837 RSUs (formerly performance-based RSUs) pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 67,837 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein. |
| Remarks: |
| /s/ Paul Shinn, Attorney-in-Fact | 06/30/2017 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||