SEC Form 4 · accession 0001209191-17-067377

Gigamon Inc. · GIMO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Corey Mulloy

Director

Period of report

Dec 27, 2017

Accepted (ET)

Dec 27, 2017 · 1:35 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001484504

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Dec 27, 2017	U	17,512	—	D	D
Common Stock^F2,F3	Dec 27, 2017	U	61,481	—	D	I	See Footnote
Common Stock^F2,F4	Dec 27, 2017	U	14,897	—	D	I	See Footnote
Common Stock^F2,F5	Dec 27, 2017	U	21,696	—	D	I	See Footnote
Common Stock^F2,F6	Dec 27, 2017	U	1,926	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F7	$17.46	Dec 27, 2017	D	16,959	D	—	Jun 13, 2024	Common Stock	16,959	0	D

Explanation of responses

F1Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Merger Agreement, dated October 26, 2017, between the Issuer, Ginsberg Holdco, Inc. and Ginsberg Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $38.50 per share.
F2Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $38.50 per share.
F3The securities are held by Highland Capital Partners VII Limited Partnership ("HCP VII"). The Reporting Person is an authorized manager of Highland Management Partners VII, LLC ("HMP VII LLC"), which is the general partner of Highland Management Partnership VII Limited Partnership ("HMP VII LP"). Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein.
F4The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein.
F5The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein.
F6The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein.
F7The option, which provided for vesting in twelve equal monthly installments beginning July 13, 2014, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the difference between $38.50 and the per share exercise price of the option.