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) 06/12/2015 | ||||||||||||||||||||||||||
| 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 | 06/12/2015 | A(1) | 5,943(2) | A | $0.00 | 6,257 | D | |||
| Common Stock | 1,705,762 | I | See footnote(3) | |||||||
| Common Stock | 413,338 | I | See footnote(4) | |||||||
| Common Stock | 601,952 | I | See footnote(5) | |||||||
| Common Stock | 53,448 | I | See footnote(6) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Reflects automatic annual restricted stock unit ("RSU") awards pursuant to the Issuer's Outside Director Compensation Policy, effective June 11, 2013, as amended as of April 21, 2015. |
| 2. The reported securities awarded on June 12, 2015 (the "Award Date") represent RSUs which vest in twelve equal monthly installments following the Award Date and will vest fully on the earlier of June 12, 2016 or the date of the Issuer's next annual meeting of the stockholders, subject to the Reporting Person's continued service on the Issuer's board of directors through each vesting date. |
| 3. The securities are held by Highland Capital Partners VII Limited Partnership ("HCP VII"). The Reporting Person is an authorized manager of Highland Management Partners VII, LLC ("HMP VII LLC"), which is the general partner of Highland Management Partnership VII Limited Partnership ("HMP VII LP"). Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein. |
| 4. The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein. |
| 5. The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein. |
| 6. The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein. |
| Remarks: |
| /s/ Paul Shinn, Attorney-in-Fact | 06/15/2015 | |
| ** 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. | ||