FLYNN DAVID K. - 3 filing on 2014-03-27

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

FLYNN DAVID

(Last)

(First)

(Middle)

C/O AEROHIVE NETWORKS, INC.

330 GIBRALTAR DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014

3. Issuer Name and Ticker or Trading Symbol
AEROHIVE NETWORKS, INC [ HIVE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	320,000	D
Common Stock	800,000	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	110,344	⁽²⁾	D
Employee Stock Option (right to buy)	⁽³⁾	06/09/2020	Common Stock	200,000	0.7	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/24/2021	Common Stock	128,000	0.7	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/04/2022	Common Stock	280,000	2.05	D
Employee Stock Option (right to buy)	⁽⁶⁾	06/11/2023	Common Stock	120,000	6	D
Employee Stock Option (right to buy)	⁽⁷⁾	10/07/2023	Common Stock	200,000	9.575	D

Explanation of Responses:

1. The shares are held by the David Flynn 2012 Annuity Trust dated December 20, 2012, for which the Reporting Person serves as trustee.

2. The Series A Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

3. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on June 9, 2011 and one forty-eighth of the shares vest monthly thereafter.

4. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on February 3, 2012 and one forty-eighth of the shares vest monthly thereafter.

5. The option is subject to an early exercise provision and is immediately exercisable. One-fifth of the shares subject to the option vested on May 4, 2013 and one-sixtieth of the shares vest monthly thereafter.

6. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vest on April 18, 2014 and one forty-eighth of the shares vest monthly thereafter.

7. 50% of the shares subject to the option vest on the earlier of (i) the second anniversary of the effective date of the Issuer's initial public offering of common stock or (ii) June 30, 2016, and one twenty-fourth of the remaining shares vest monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Steve Debenham, by power of attorney	03/27/2014
	** Signature of Reporting Person	Date
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 5 (b)(v).
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