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 *
  FLYNN DAVID
 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)
C/O AEROHIVE NETWORKS, INC., 330 GIBRALTAR DRIVE		 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 Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94089		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock 320,000
D
 
Common Stock 800,000
I
See footnote (1)

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 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLYNN DAVID
C/O AEROHIVE NETWORKS, INC.
330 GIBRALTAR DRIVE
SUNNYVALE, CA 94089		   X     President and CEO  

Signatures

/s/ Steve Debenham, by power of attorney 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) 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

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