Edgar Filing: Northern Light Venture Capital, Ltd.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Northern Light Venture Capital, Ltd.

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

SUITE 1701, HUTCHISON HOUSE, 10 HARCOURT ROAD, CENTRAL

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018

(Street)

HONG KONG, K3

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2018		S		791	D	$ 3.937	0	I	See footnote ⁽¹⁾
Common Stock	02/19/2019		J⁽²⁾		289,008	D	$ 0	5,491,162	I	See footnote ⁽³⁾
Common Stock	02/19/2019		J⁽²⁾		63,473	D	$ 0	1,205,980	I	See footnote ⁽⁴⁾
Common Stock	02/19/2019		J⁽²⁾		31,736	D	$ 0	602,988	I	See footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Northern Light Venture Capital, Ltd. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
Northern Light Partners, L.P. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
NORTHERN LIGHT VENTURE FUND L P SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
NORTHERN LIGHT STRATEGIC FUND L P SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
Northern Light Partners Fund, L.P. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
Lee Jeffrey SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
DENG FENG SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X
KE YAN SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3		X

Signatures

Northern Light Venture Capital, Ltd., By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director		02/21/2019
^**Signature of Reporting Person		Date
Northern Light Partners, L.P., By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director		02/21/2019
^**Signature of Reporting Person		Date
Northern Light Venture Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director		02/21/2019
^**Signature of Reporting Person		Date
Northern Light Strategic Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director		02/21/2019
^**Signature of Reporting Person		Date
Northern Light Partners Fund, L.P., By Northern Light Partners, L.P., Its General Partner, By Northern Light Venture Capital, Ltd., Its General Partner, By /s/ Jeffrey D. Lee, Printed Name: Jeffrey D. Lee, Title: Director		02/21/2019
^**Signature of Reporting Person		Date
By /s/ Jeffrey D. Lee, Jeffrey D. Lee		02/21/2019
^**Signature of Reporting Person		Date
Feng Deng, By /s/ Jeffrey D. Lee, Jeffrey D. Lee, Attorney-in-Fact		02/21/2019
^**Signature of Reporting Person		Date
Yan Ke, By /s/ Jeffrey D. Lee, Jeffrey D. Lee, Attorney-in-Fact		02/21/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares were sold directly by Northern Light Partners, L.P., the general partner of each of NLVF, NLSF and NLPF (as defined below). Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may be deemed to have sole voting and dispositive power over the shares held by Northern Light Partners, L.P. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by Northern Light Partners, L.P. Such persons and entities disclaim beneficial ownership of shares held by Northern Light Partners, L.P., except to the extent of any pecuniary interest therein. Also corrects the previous over-reporting of shares held by Northern Light Partners, L.P.
(2)	Represents a pro-rata in-kind distribution, and not a purchase or sale, without additional consideration to its partners.
(3)	Shares held directly by Northern Light Venture Fund, L.P. ("NLVF"). Northern Light Partners, L.P., the general partner of NLVF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLVF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLVF. Such persons and entities disclaim beneficial ownership of shares held by NLVF, except to the extent of any pecuniary interest therein.
(4)	Shares held directly by Northern Light Strategic Fund, L.P. ("NLSF"). Northern Light Partners, L.P., the general partner of NLSF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLSF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLSF. Such persons and entities disclaim beneficial ownership of shares held by NLSF, except to the extent of any pecuniary interest therein.
(5)	Shares held directly by Northern Light Partners Fund, L.P. ("NLPF"). Northern Light Partners, L.P., the general partner of NLPF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLPF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLPF. Such persons and entities disclaim beneficial ownership of shares held by NLPF, except to the extent of any pecuniary interest therein.

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