SEC Form 4 · accession 0001372414-18-000015
AEROHIVE NETWORKS, INC · HIVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Ritchie
Officer — SVP, CFO & COO
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 8:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372414
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2018 | F | 6,794 | $4.35 | D | 245,976 | D | |
| Common Stock | Mar 1, 2018 | M | 35,000 | $0.00 | A | 280,976 | D | |
| Common StockF1 | Mar 1, 2018 | F | 12,303 | $4.35 | D | 268,673 | D | |
| Common Stock | Mar 1, 2018 | M | 28,752 | $0.00 | A | 297,425 | D | |
| Common StockF1 | Mar 1, 2018 | F | 9,943 | $4.35 | D | 287,482 | D | |
| Common Stock | Mar 1, 2018 | M | 10,625 | $0.00 | A | 298,107 | D | |
| Common StockF1 | Mar 1, 2018 | F | 3,675 | $4.35 | D | 294,432 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2 | $0.00 | Mar 1, 2018 | A | 35,000 | A | Mar 1, 2018 | Mar 1, 2018 | Common Stock | 35,000 | 35,000 | D |
| Performance Stock UnitsF2 | $0.00 | Mar 1, 2018 | M | 35,000 | D | Mar 1, 2018 | Mar 1, 2018 | Common Stock | 35,000 | 0 | D |
| Performance Stock UnitsF2 | $0.00 | Mar 1, 2018 | A | 28,752 | A | Mar 1, 2018 | Mar 1, 2018 | Common Stock | 28,752 | 28,752 | D |
| Performance Stock UnitsF2 | $0.00 | Mar 1, 2018 | M | 28,752 | D | Mar 1, 2018 | Mar 1, 2018 | Common Stock | 28,752 | 0 | D |
| Performance Stock UnitsF3 | $0.00 | Mar 1, 2018 | M | 10,625 | D | Mar 1, 2018 | Jun 1, 2020 | Common Stock | 10,625 | 74,375 | D |
Explanation of responses
- F1In 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.
- F2The 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.
- F350% 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.