aerohive-sch13g_17897.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*

 
 
Aerohive Networks, Inc.
(Name of Issuer)

 
Common Stock, $.001 par value per share
(Title of Class of Securities)
 
 
00786106
(CUSIP Number)


December 31, 2017
(Date of Event Which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐   Rule 13d-1(b)
☐   Rule 13d-1(c)
☒   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 the disclosures provided in a prior cover page.

The information required in 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. 00786106
13G
Page 2 of 9
 
 
 
 
Item 1(a).
Name of Issuer:

Aerohive Networks, Inc. (the "Issuer").
 

Item 1(b). Address of Issuer's Principal Executive Offices:

1011 McCarthy Boulevard, Milpitas, California 95035.
 

Item 2(a).
Names of Persons Filing:

This statement is being filed by New Enterprise Associates 13, L.P. ("NEA 13"); NEA Partners 13, L.P. ("NEA Partners 13"), which is the sole general partner of NEA 13; NEA 13 GP, LTD ("NEA 13 GP"), which is the sole general partner of NEA Partners 13; and M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins"), David M. Mott ("Mott"), Scott D. Sandell ("Sandell") and Ravi Viswanathan ("Viswanathan") (collectively, the "Directors").  The persons referred to in this Item 2(a) are sometimes referred to collectively herein as the "Reporting Persons".
 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of NEA 13, NEA Partners 13 and NEA 13 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Sandell and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barrett, Barris, Kerins and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
 

Item 2(c). Citizenship:
 
Each of NEA 13 and NEA Partners 13 is a Cayman Islands exempted limited partnership.  NEA 13 GP is a Cayman Islands exempted company.  Each of the Directors is a United States citizen.
 

Item 2(d). Title of Class of Securities:

Common Stock, $.001 par value ("Common Stock").

 
Item 2(e). CUSIP Number:

007786106.
 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
 
 
CUSIP No. 00786106
13G
Page 3 of 9
 
 
 
Item 4.
Ownership.
 
Not applicable.
 

Item 5.
Ownership of Five Percent or Less of a Class.
 
Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer's outstanding Common Stock.
 

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 or Control Person.

Not applicable.
 

Item 8.
Identification and Classification of Members of the Group.

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
 

Item 9.
Notice of Dissolution of Group.

Not applicable.
 

Item 10.
Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 00786106
13G
Page 4 of 9
 
 
SIGNATURE

 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:       January 10, 2018
 
 
NEW ENTERPRISE ASSOCIATES 13, L.P.

By:
NEA PARTNERS 13, L.P.
General Partner

 
By:
NEA 13 GP, LTD
General Partner

By:                 *                                           
Peter J. Barris
Director


NEA PARTNERS 13, L.P.

By:
NEA 13 GP, LTD
General Partner

By:                  *                                           
                Peter J. Barris
Director


NEA 13 GP, LTD

By:                  *                                       
 Peter J. Barris
 Director

 
         *
Michael James Barrett
  
 
 
         *
Peter J. Barris
  
 
 
         *
Forest Baskett
  
 
 
 
CUSIP No. 00786106
13G
Page 5 of 9
 
 
 
 
         *
Patrick J. Kerins
  
 
 
         *
David M. Mott
  
 
 
        *
Scott D. Sandell
  
 
 
         *
Ravi Viswanathan
  
 
 
 
 

*By:    /s/ Sasha O. Keough                                              
Sasha O. Keough
As attorney-in-fact
 

This Amendment No. 4 to Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
 
 
 
 
 
 
CUSIP No. 00786106
13G
Page 6 of 9
 
 
 
EXHIBIT 1
 
 
AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Aerohive Networks, Inc.
 
EXECUTED this 10th day of January, 2018
 
 
NEW ENTERPRISE ASSOCIATES 13, L.P.

By:
NEA PARTNERS 13, L.P.
General Partner

 
By:
NEA 13 GP, LTD
General Partner

By:                 *                                           
Peter J. Barris
Director


NEA PARTNERS 13, L.P.

By:
NEA 13 GP, LTD
General Partner

By:                  *                                           
                Peter J. Barris
Director


NEA 13 GP, LTD

By:                  *                                       
 Peter J. Barris
 Director
 
 
 
         *
Michael James Barrett
  
 
 
         *
Peter J. Barris
  
 
 
         *
Forest Baskett
  
 
 
 
 
 
 
 
CUSIP No. 00786106
13G
Page 7 of 9
 
 
 
 
         *
Patrick J. Kerins
  
 
 
         *
David M. Mott
  
 
 
        *
Scott D. Sandell
  
 
 
         *
Ravi Viswanathan
  
 
 
 
 
 
 

*By:    /s/ Sasha O. Keough                                              
Sasha O. Keough
As attorney-in-fact
 
 
This Agreement was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
 
 
 
 
 
 
 
CUSIP No. 00786106
13G
Page 8 of 9
 
 
 
EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Ali Behbahani
Ali Behbahani

/s/ Colin Bryant
Colin Bryant

/s/ Carmen Chang
Carmen Chang

/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher
Carol G. Gallagher

/s/ Dayna Grayson
Dayna Grayson

/s/ Patrick J. Kerins
Patrick J. Kerins
 
/s/ P. Justin Klein
P. Justin Klein

/s/ Vanessa Larco
Vanessa Larco
 
 
CUSIP No. 00786106
13G
Page 9 of 9
 

/s/ Joshua Makower
Joshua Makower

/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi

/s/ Edward T. Mathers
Edward T. Mathers

/s/ David M. Mott
David M. Mott

/s/ Sara M. Nayeem
Sara M. Nayeem

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Gregory Papadopoulos
Gregory Papadopoulos

/s/ Chetan Puttagunta
Chetan Puttagunta

/s/ Jon Sakoda
Jon Sakoda

/s/ Scott D. Sandell
Scott D. Sandell

/s/ A. Brooke Seawell
A. Brooke Seawell

/s/ Peter W. Sonsini
Peter W. Sonsini

/s/ Melissa Taunton
Melissa Taunton

/s/ Frank M. Torti
Frank M. Torti

/s/ Ravi Viswanathan
Ravi Viswanathan
 
/s/ Paul E. Walker
Paul E. Walker

/s/ Rick Yang
Rick Yang