Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  KPCB XII Associates, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014
3. Issuer Name and Ticker or Trading Symbol
AEROHIVE NETWORKS, INC [HIVE]
(Last)
(First)
(Middle)
2750 SAND HILL ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   (1)   (2) Common Stock 2,161,567 $ (1) I See Footnotes (3) (4)
Series C Preferred Stock   (5)   (2) Common Stock 1,247,493 $ (5) I See Footnotes (4) (6)
Series D Preferred Stock   (5)   (2) Common Stock 366,247 $ (5) I See Footnotes (4) (7)
Series E Preferred Stock   (5)   (2) Common Stock 192,618 $ (5) I See Footnotes (4) (8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KPCB XII Associates, LLC
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KPCB XII Founders Fund, LLC
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KLEINER PERKINS CAUFIELD & BYERS XII, LLC
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    

Signatures

/s/ Paul Vronsky, General Counsel 03/27/2014
**Signature of Reporting Person Date

/s/ Paul Vronsky, General Counsel 03/27/2014
**Signature of Reporting Person Date

/s/ Paul Vronsky, General Counsel 03/27/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 1,925,158 outstanding shares of Series B Preferred Stock shall automatically convert into 2,161,567 shares of Common Stock, on a 1.1228-for-one basis, immediately prior to the closing of the Issuer's initial public offering.
(2) Not applicable.
(3) Kleiner Perkins Caufield & Byers XII, LLC ("KPCB XII") owns 1,712,621 shares of Series B Preferred Stock. KPCB XII Founders Fund, LLC ("KPCB XII Founders") owns 179,809 shares of Series B Preferred Stock. Excludes 32,728 shares of Series B Preferred Stock in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
(4) The managing member of KPCB XII and KPCB XII Founders is KPCB XII Associates, LLC ("XII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XII Associates, none of whom has veto power.
(5) The Series C, Series D and Series E 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.
(6) KPCB XII owns 1,116,756 shares. KPCB XII Founders owns 116,516 shares. Excludes 14,221 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
(7) KPCB XII owns 327,864 shares. KPCB XII Founders owns 34,208 shares. Excludes 4,175 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
(8) KPCB XII owns 172,432 shares. KPCB XII Founders owns 17,990 shares. Excludes 2,196 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
 
Remarks:
The Reporting Persons disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose.

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