SEC Form 4 · accession 0001372414-18-000038
AEROHIVE NETWORKS, INC · HIVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Debenham
Officer — VP, Gen. Counsel & Secretary
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 5:56 pm EDT
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,F2 | Jun 1, 2018 | F | 4,304 | $3.96 | D | 249,466 | D | |
| Common StockF3 | Jun 1, 2018 | A | 63,500 | $0.00 | A | 312,966 | D | |
| Common StockF4 | Jun 1, 2018 | M | 5,375 | $0.00 | A | 318,341 | D | |
| Common StockF1 | Jun 1, 2018 | F | 1,859 | $3.96 | D | 316,482 | 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 UnitsF4 | $0.00 | Jun 1, 2018 | M | 5,375 | D | Jun 1, 2018 | Jun 1, 2020 | Common Stock | 5,375 | 32,250 | D |
| Performance Stock UnitsF5 | $0.00 | Jun 1, 2018 | A | 31,500 | A | — | Jun 1, 2021 | Common Stock | 31,500 | 31,500 | 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.
- F2Includes 4,673 shares the Reporting Person acquired on June 1, 2018 under the Aerohive Networks 2014 Employee Stock Purchase Plan.
- F3Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of the Issuer's Common Stock. The shares subject to the grant will vest ratably in twelve equal quarterly installments as of March 1, June 1, September 1, and December 1 of each year, with the first quarterly vesting occurring as of September 1, 2018 and the last quarterly vesting occurring as of June 1, 2021, subject to the Reporting Person continuing as a service provider to the Company as of such respective dates.
- F4Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of the Issuer's Common Stock. 50% of the shares subject to the grant became eligible to vest as of December 19, 2017, when the 20 trading-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.
- F5Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of the Issuer's Common Stock. The market-based award is subject to achievement of a specified stock price appreciation goal based on the 20 trading-day, average trailing-closing- price per share of the Issuer's Common Stock.