Edgar Filing: AEROHIVE NETWORKS, INC

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 ^*

Â DENG FENG

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)

SUITE 1701, HUTCHISON HOUSE,Â 10 HARCOURT ROAD, CENTRAL

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

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

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

(Street)

HONG KONG,Â K3Â

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,168,410	$ ⁽¹⁾	I	See footnote ⁽²⁾
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	476,231	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	238,115	$ ⁽¹⁾	I	See footnote ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,321,380	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series B Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	290,204	$ ⁽⁶⁾	I	See footnote ⁽³⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	145,101	$ ⁽⁷⁾	I	See footnote ⁽⁴⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,066,353	$ ⁽¹⁾	I	See footnote ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	453,817	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	226,908	$ ⁽¹⁾	I	See footnote ⁽⁴⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	338,143	$ ⁽¹⁾	I	See footnote ⁽²⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	74,264	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	37,132	$ ⁽¹⁾	I	See footnote ⁽⁴⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	34,093	$ ⁽¹⁾	I	See footnote ⁽²⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	7,487	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,744	$ ⁽¹⁾	I	See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DENG FENG SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG,Â K3Â	Â X	Â X	Â	Â

Signatures

/s/ Jeffrey D. Lee, by power of Attorney for Feng Deng		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)	Each share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, 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 of common stock and has no expiration date.
(2)	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. The Reporting Person, as a director of Northern Light Venture Capital, Ltd., may be deemed to share voting and dispositive power over the shares held by NLVF. The Reporting Person disclaims beneficial ownership of shares held by NLVF, except to the extent of any pecuniary interest therein.
(3)	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. The Reporting Person, as a director of Northern Light Venture Capital, Ltd., may be deemed to share voting and dispositive power over the shares held by NLSF. The Reporting Person disclaims beneficial ownership of shares held by NLSF, except to the extent of any pecuniary interest therein.
(4)	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. The Reporting Person, as a director of Northern Light Venture Capital, Ltd., may be deemed to share voting and dispositive power over the shares held by NLPF. The Reporting Person disclaims beneficial ownership of shares held by NLPF, except to the extent of any pecuniary interest therein.
(5)	1,176,862 outstanding shares of Series B Preferred Stock shall automatically convert into 1,321,380 shares of Common Stock, on a 1.1228-for-one basis, immediately prior to the closing of the Issuer's initial public offering of common stock and there is no expiration date.
(6)	258,465 outstanding shares of Series B Preferred Stock shall automatically convert into 290,204 shares of Common Stock, on a 1.1228-for-one basis, immediately prior to the closing of the Issuer's initial public offering of common stock and there is no expiration date.
(7)	129,232 outstanding shares of Series B Preferred Stock shall automatically convert into 145,101 shares of Common Stock, on a 1.1228-for-one basis, immediately prior to the closing of the Issuer's initial public offering of common stock and there is no expiration date.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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