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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Aerohive Networks, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
007786106
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 007786106 |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (Lightspeed VII), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (LGP VII), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (LUGP VII), Barry Eggers (Eggers), Ravi Mhatre (Mhatre), Peter Y. Nieh (Nieh) and Christopher J. Schaepe (Schaepe and together with Lightspeed VII, LGP VII, LUGP VII, Eggers, Mhatre and Nieh, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
13 G |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x (1) | ||||
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
13 G |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x (1) | ||||
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
13 G |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x (1) | ||||
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
13 G |
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1 |
Names of Reporting Persons. | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x (1) | ||||
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3 |
SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
CUSIP No. 007786106 |
13 G |
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1 |
Names of Reporting Persons. | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x (1) | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers Form 10-Q filed on November 13, 2014.
Introductory Note: This Statement on Schedule 13G (this Statement) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Aerohive Networks, Inc. (the Issuer). This Statement is intended to supersede that Statement on Schedule 13G, filed on February 13, 2015, on behalf of Lightspeed Venture Partners VIII, L.P., Lightspeed General Partner VIII, L.P., Lightspeed Ultimate General Partner VIII, Ltd., Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe (the Lightspeed VIII Statement), which filing erroneously reported the Common Stock reflected in this Statement as being directly held by Lightspeed Venture Partners VIII, L.P. (rather than Lightspeed Venture Partners VII, L.P.). The number of shares of the Issuers Common Stock reported as beneficially owned in this Statement is identical to the number reflected in the Lightspeed VIII Statement.
Item 1 | ||
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(a) |
Name of Issuer: |
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Address of Issuers Principal Executive Offices: |
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Item 2 | ||
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(a) |
Name of Person(s) Filing: |
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(b) |
Address of Principal Business Office: |
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(b) |
Citizenship:
Individuals: Eggers - United States of America |
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(d) |
Title of Class of Securities: |
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(e) |
CUSIP Number: |
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Item 3 |
Not applicable. |
Item 4 Ownership.
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
Reporting Persons (1) |
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Shares Held |
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Sole Voting |
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Shared |
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Sole |
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Shared |
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Beneficial |
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Percentage |
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Lightspeed VII |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
LGP VII |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
LUGP VII |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
Eggers |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
Mhatre |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
Nieh |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
Schaepe |
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7,376,825 |
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7,376,825 |
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7,376,825 |
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16.0 |
% |
(1) The shares are held by Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.
(2) This percentage is calculated based upon 45,916,028 shares of Common Stock outstanding as of November 1, 2014 as indicated in the Issuers From 10-Q filed on November 13, 2014.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 7, 2015
Lightspeed Venture Partners VII, L.P.
By: |
Lightspeed General Partner VII, L.P. |
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Its: |
General Partner |
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By: |
Lightspeed Ultimate General Partner VII, Ltd. |
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Its: |
General Partner |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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Lightspeed General Partner VII, L.P. |
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By: |
Lightspeed Ultimate General Partner VII, Ltd. |
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Its: |
General Partner |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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Lightspeed Ultimate General Partner VII, Ltd. |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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By: |
/s/ Barry Eggers |
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Barry Eggers |
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By: |
/s/ Ravi Mhatre |
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Ravi Mhatre |
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By: |
/s/ Peter Y. Nieh |
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Peter Y. Nieh |
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By: |
/s/ Christopher J. Schaepe |
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Christopher J. Schaepe |
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EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Aerohive Networks, Inc. is filed on behalf of each of us.
Dated: April 7, 2015
Lightspeed Venture Partners VII, L.P.
By: |
Lightspeed General Partner VII, L.P. |
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Its: |
General Partner |
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By: |
Lightspeed Ultimate General Partner VII, Ltd. |
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Its: |
General Partner |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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Lightspeed General Partner VII, L.P. |
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By: |
Lightspeed Ultimate General Partner VII, Ltd. |
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Its: |
General Partner |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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Lightspeed Ultimate General Partner VII, Ltd. |
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By: |
/s/ Christopher J. Schaepe |
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Authorized Representative |
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By: |
/s/ Barry Eggers |
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Barry Eggers |
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By: |
/s/ Ravi Mhatre |
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Ravi Mhatre |
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By: |
/s/ Peter Y. Nieh |
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Peter Y. Nieh |
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By: |
/s/ Christopher J. Schaepe |
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Christopher J. Schaepe |
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