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 Nimble Storage Inc [ NMBL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/13/2017 | ||||||||||||||||||||||||||
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 | 03/17/2017 | G | V | 250,000 | D | $0.00 | 3,812,804 | I | See Footnote(1) | |
Common Stock | 04/13/2017 | A | 28,280(2)(3) | A | $0.00 | 374,525 | D | |||
Common Stock | 04/17/2017 | U | 104 | D | $12.5 | 0 | D | |||
Common Stock | 04/17/2017 | U | 3,812,804 | D | $12.5 | 0 | I | See Footnote(1) | ||
Common Stock | 04/17/2017 | U | 600,000 | D | $12.5 | 0 | I | See Footnote(4) | ||
Common Stock | 04/17/2017 | U | 650,000 | D | $12.5 | 0 | I | See Footnote(5) | ||
Common Stock | 04/17/2017 | U | 600,000 | D | $12.5 | 0 | I | See Footnote(6) | ||
Common Stock | 04/17/2017 | U | 650,000 | D | $12.5 | 0 | I | See Footnote(7) | ||
Common Stock | 04/17/2017 | D | 28,280 | D | (8)(9) | 0 | D | |||
Common Stock | 04/17/2017 | D | 24,500 | D | (10) | 0 | D | |||
Common Stock | 04/17/2017 | D | 6,125 | D | (11) | 0 | D | |||
Common Stock | 04/17/2017 | D | 34,884 | D | (10) | 0 | D | |||
Common Stock | 04/17/2017 | D | 77,519 | D | (12) | 0 | D | |||
Common Stock | 04/17/2017 | D | 7,304 | D | (11) | 0 | D | |||
Common Stock | 04/17/2017 | D | 2,389 | D | (11) | 0 | D | |||
Common Stock | 04/17/2017 | D | 13,067 | D | (13) | 0 | D | |||
Common Stock | 04/17/2017 | D | 40,001 | D | (14) | 0 | 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 | ||||||||
Employee Stock Option (Right to Buy) | $3.74 | 04/17/2017 | D | 200,000 | (15) | 02/25/2023 | Common Stock | 200,000 | $12.5 | 0 | D |
Explanation of Responses: |
1. Held directly by The Mehta Family Trust U/A Dated 11/06/2006. The reporting person has shared voting and investment control over these shares. |
2. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock upon settlement. |
3. One-half (1/2) of the performance RSUs will vest immediately and the remaining one-half (1/2) of the shares will vest in equal installments on March 10, 2018 and March 10, 2019. |
4. Held directly by The Jai Vir Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares. |
5. Held directly by The Jai Vir Mehta Trust. The reporting person has shared voting and investment control over these shares. |
6. Held directly by The Kimaya Jia Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares. |
7. Held directly by The Kimaya Jia Mehta Trust. The reporting person has shared voting and investment control over these shares. |
8. 11,416 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $142,700.00, representing $12.50 per share pursuant to the merger agreement between issuer and Hewlett Packard Enterprise Company, a Delaware corporation ("HPE") and Nebraska Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the "Merger") on the effective date of the Merger. |
9. 16,864 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
10. This RSU, which provided for vesting in eight equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
11. This RSU, which provided for vesting in four equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
12. This RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
13. This RSU, which provided for vesting in three equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
14. This RSU, which provided for vesting in six equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. |
15. This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $1,752,000.00, representing the difference between the exercise price of the option and $12.50 per share. |
Remarks: |
/s/ Aparna Bawa, by power of attorney for Varun Mehta | 04/19/2017 | |
** 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. |