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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
 
 
SEC Website rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Ritchie John
(Last)(First)(Middle)
C/O AEROHIVE NETWORKS
1011 MCCARTHY BLVD.
(Street)
MILPITASCA95035
(City)(State)(Zip)
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
XOfficer (give title below) Other (specify below)
SVP, CFO & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock03/01/2018 F 6,794 (1)D$4.35245,976D
Common Stock03/01/2018 M 35,000A$0280,976D
Common Stock03/01/2018 F 12,303 (1)D$4.35268,673D
Common Stock03/01/2018 M 28,752A$0297,425D
Common Stock03/01/2018 F 9,943 (1)D$4.35287,482D
Common Stock03/01/2018 M 10,625A$0298,107D
Common Stock03/01/2018 F 3,675 (1)D$4.35294,432D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units$003/01/2018 A 35,000 (2) 03/01/201803/01/2018Common Stock35,000$035,000D
Performance Stock Units$003/01/2018 M 35,000 (2)03/01/201803/01/2018Common Stock35,000$00D
Performance Stock Units$003/01/2018 A 28,752 (2) 03/01/201803/01/2018Common Stock28,752$028,752D
Performance Stock Units$003/01/2018 M 28,752 (2)03/01/201803/01/2018Common Stock28,752$00D
Performance Stock Units$003/01/2018 M 10,625 (3)03/01/201806/01/2020Common Stock10,625$074,375D
Explanation of Responses:
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.
Remarks:
/s/ Steve Debenham by Power of Attorney03/05/2018
** Signature of Reporting PersonDate
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.

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