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Ritchie John – ‘4’ for 3/1/18 re: Aerohive Networks, Inc.

On:  Monday, 3/5/18, at 8:50pm ET   ·   For:  3/1/18   ·   Accession #:  1372414-18-15   ·   File #:  1-36355

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/05/18  Ritchie John                      4                      1:18K  Aerohive Networks, Inc.           Aerohive Networks, Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- edgar.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
EDGAR System rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden hours per response...0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Ritchie John
  2. Issuer Name and Ticker or Trading Symbol
AEROHIVE NETWORKS, INC [HIVE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, CFO & COO
(Last)
(First)
(Middle)
C/O AEROHIVE NETWORKS, 1011 MCCARTHY BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
(Street)

MILPITAS, CA 95035		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Stock03/01/2018   F   6,794 (1)D $4.35245,976D  
Common Stock03/01/2018   M   35,000A $ 0 280,976D  
Common Stock03/01/2018   F   12,303 (1)D $4.35268,673D  
Common Stock03/01/2018   M   28,752A $ 0 297,425D  
Common Stock03/01/2018   F   9,943 (1)D $4.35287,482D  
Common Stock03/01/2018   M   10,625A $ 0 298,107D  
Common Stock03/01/2018   F   3,675 (1)D $4.35294,432D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number.SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Performance Stock Units $ 0 03/01/2018   A   35,000 (2)   03/01/201803/01/2018Common Stock35,000 $ 0 35,000D  
Performance Stock Units $ 0 03/01/2018   M     35,000 (2)03/01/201803/01/2018Common Stock35,000 $ 0 0 D  
Performance Stock Units $ 0 03/01/2018   A   28,752 (2)   03/01/201803/01/2018Common Stock28,752 $ 0 28,752D  
Performance Stock Units $ 0 03/01/2018   M     28,752 (2)03/01/201803/01/2018Common Stock28,752 $ 0 0 D  
Performance Stock Units $ 0 03/01/2018   M     10,625 (3)03/01/201806/01/2020Common Stock10,625 $ 0 74,375D  

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
Ritchie John
C/O AEROHIVE NETWORKS
1011 MCCARTHY BLVD.
MILPITAS, CA 95035		      SVP, CFO & COO  

Signatures

 /s/ Steve Debenham by Power of Attorney  03/05/2018
**Signature of Reporting PersonDate

Explanation of Responses:

*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).
(1)In an exempt disposition to the Issuer under rule 16b-3(e), the Issuer withheld shares otherwise to be delivered to the Reporting Person in connection with the satisfaction of the Company's estimate of the Reporting Person's minimum statutory tax withholding requirement arising from the vesting of such shares under a previously reported award of restricted stock units.
(2)The shares subject to the performance-based RSU grant became eligible to vest as of March 1, 2018 based on the Company's achievement of GAAP revenue for its fiscal year 2017 relative to the Company's target revenue for the period, which target the Company's Board of Directors approved at its meeting on February 1, 2017.
(3)50% of the shares subject to the grant became eligible to vest as of December 19, 2017, when the 20-day, average trailing-closing-price for the Company's Common Stock as reported by NYSE exceeded $5.50 per share. Under the terms of the grant, such shares will be delivered to the Reporting Person in four equal installments as of each of March 1, June 1, September 1 and December 1, 2018, subject to the Reporting Person continuing as a service provider to the Company as of such respective dates.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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Filing Submission 0001372414-18-000015   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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