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Section 1: SC 13G/A (SC 13G/A)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

Aerohive Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

007786106

(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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 disclosures provided in a prior cover page.

 

The information required on 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. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed Venture Partners VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,376,825 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,376,825 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,376,825 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
PN

 


(1)   This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VII”), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (“LGP VII”), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (“LUGP VII”), Lightspeed Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VIII”), Lightspeed General Partner VIII, L.P., a Cayman Islands exempted limited partnership (“LGP VIII”), Lightspeed Ultimate General Partner VIII, Ltd., a Cayman Islands exempted company (“LUGP VIII”), Barry Eggers (“Eggers”), Ravi Mhatre (“Mhatre”), Peter Y. Nieh (“Nieh”) and Christopher J. Schaepe (“Schaepe” and together with Lightspeed VII, LGP VII, LUGP VII, Lightspeed VIII, LGP VIII, LUGP VIII, Eggers, Mhatre and Nieh, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

2



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed General Partner VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,376,825 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,376,825 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,376,825 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
PN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

3



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed Ultimate General Partner VII, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,376,825 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,376,825 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,376,825 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
OO

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

4



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed Venture Partners VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
10,192 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
10,192 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,192 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.02% (3)

 

 

12

Type of Reporting Person*
PN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

5



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed General Partner VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
10,192 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
10,192 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,192 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.02% (3)

 

 

12

Type of Reporting Person*
PN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

6



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Lightspeed Ultimate General Partner VIII, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
10,192 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
10,192 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,192 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.02% (3)

 

 

12

Type of Reporting Person*
OO

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

7



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Barry Eggers

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,387,017 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,387,017 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,387,017 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

8



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Ravi Mhatre

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,387,017 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,387,017 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,387,017 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

9



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Peter Y. Nieh

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,387,017 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,387,017 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,387,017 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.8% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

10



 

CUSIP No. 007786106

13 G

 

 

 

1

Names of Reporting Persons.
Christopher J. Schaepe

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
63,020 (2)

 

6

Shared Voting Power
7,387,017 shares (3)

 

7

Sole Dispositive Power
63,020 (2)

 

8

Shared Dispositive Power
7,387,017 shares (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,428,597 shares (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.9% (4)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 63,020 shares held by Schaepe.

(3)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(4)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s Form 10-Q filed on November 1, 2017.

 

11



 

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Aerohive Networks, Inc. (the “Issuer”).

 

Item 1

 

 

 

 

 

 

 

 

 

(a)

 

Name of Issuer:

Aerohive Networks, Inc.

 

 

 

 

 

 

 

Address of Issuer’s Principal Executive Offices:

 

330 Gibraltar Drive

 

 

 

 

Sunnyvale, California 94089

 

 

 

 

 

Item 2

 

 

 

 

(a)

 

Name of Person(s) Filing:

 

 

 

 

 

 

 

 

 

Lightspeed Venture Partners VII, L.P. (“Lightspeed VII”)

Lightspeed General Partner VII, L.P. (“LGP VII”)

Lightspeed Ultimate General Partner VII, Ltd. (“LUGP VII”)

Lightspeed Venture Partners VIII, L.P. (“Lightspeed VIII”)

Lightspeed General Partner VIII, L.P. (“LGP VIII”)

Lightspeed Ultimate General Partner VIII, Ltd. (“LUGP VIII”)

Barry Eggers (“Eggers”)

Ravi Mhatre (“Mhatre”)

Peter Y. Nieh (“Nieh”)

Christopher J. Schaepe (“Schaepe”)

 

 

 

 

 

(b)

 

Address of Principal Business Office:

c/o Lightspeed Venture Partners

 

 

 

2200 Sand Hill Road

 

 

 

Menlo Park, CA 94025

 

 

 

 

 

(b)

 

Citizenship:

 

 

 

 

 

 

 

 

 

Entities:

Lightspeed VII

Cayman Islands

 

 

 

LGP VII

Cayman Islands

 

 

 

LUGP VII

Cayman Islands

 

 

 

Lightspeed VIII

Cayman Islands

 

 

 

LGP VIII

Cayman Islands

 

 

 

LUGP VIII

Cayman Islands

 

 

 

 

 

 

 

 

Individuals:

Eggers

United States of America

 

 

 

Mhatre

United States of America

 

 

 

Nieh

United States of America

 

 

 

Schaepe

United States of America

 

 

 

 

 

 

(d)

 

Title of Class of Securities:

 

Common Stock

 

 

 

 

 

(e)

 

CUSIP Number:

 

007786106

 

Item 3

 

Not applicable.

 

 

 

12



 

Item 4

 

Ownership.

 

 

 

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017:

 

Reporting Persons (1)

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (4)

 

Lightspeed VII (1)

 

7,376,825

 

 

7,376,825

 

 

7,376,825

 

7,376,825

 

13.8

%

LGP VII (1)

 

 

 

7,376,825

 

 

7,376,825

 

7,376,825

 

13.8

%

LUGP VII (1)

 

 

 

7,376,825

 

 

7,376,825

 

7,376,825

 

13.8

%

Lightspeed VIII (2)

 

10,192

 

 

10,192

 

 

10,192

 

10,192

 

0.02

%

LGP VIII (2)

 

 

 

10,192

 

 

10,192

 

10,192

 

0.02

%

LUGP VIII (2)

 

 

 

10,192

 

 

10,192

 

10,192

 

0.02

%

Eggers (1) (2)

 

 

 

7,387,017

 

 

7,387,017

 

7,387,017

 

13.8

%

Mhatre (1) (2)

 

 

 

7,387,017

 

 

7,387,017

 

7,387,017

 

13.8

%

Nieh (1) (2)

 

 

 

7,387,017

 

 

7,387,017

 

7,387,017

 

13.8

%

Schaepe (1) (2) (3)

 

41,580

 

 

7,387,017

 

 

7,387,017

 

7,428,597

 

13.9

%

 


(1)   Includes 7,376,825 shares are held by Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.

 

(2)   Includes 10,192 shares are held by Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.

 

(3)   Includes 63,020 shares held by Schaepe

 

(4)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuer’s From 10-Q filed on November 1, 2017.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

 

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:       ¨

 

 

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.

 

 

 

Not applicable.

 

 

Item 8

Identification and Classification of Members of the Group.

 

 

 

Not applicable.

 

 

Item 9

Notice of Dissolution of Group.

 

 

 

Not applicable.

 

13



 

Item 10

Certification.

 

 

 

Not applicable.

 

14



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2018

 

 

Lightspeed Venture Partners VII, L.P.

 

 

 

By:

Lightspeed General Partner VII, L.P.

 

Its:

General Partner

 

 

 

 

By:

Lightspeed Ultimate General Partner VII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

Lightspeed General Partner VII, L.P.

 

 

 

By:

Lightspeed Ultimate General Partner VII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Ultimate General Partner VII, Ltd.

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Venture Partners VIII, L.P.

 

 

 

By:

Lightspeed General Partner VIII, L.P.

 

Its:

General Partner

 

 

 

 

By:

Lightspeed Ultimate General Partner VIII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

Lightspeed General Partner VIII, L.P.

 

 

 

By:

Lightspeed Ultimate General Partner VIII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Ultimate General Partner VIII, Ltd.

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

By:

/s/ Barry Eggers

 

 

Barry Eggers

 

 

 

 

 

By:

/s/ Ravi Mhatre

 

 

Ravi Mhatre

 

 

15



 

By:

/s/ Peter Y. Nieh

 

 

Peter Y. Nieh

 

 

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Christopher J. Schaepe

 

 

16



 

Exhibit(s):

 

A - Joint Filing Statement

 

17



 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Aerohive Networks, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2018

 

 

Lightspeed Venture Partners VII, L.P.

 

 

 

By:

Lightspeed General Partner VII, L.P.

 

Its:

General Partner

 

 

 

 

By:

Lightspeed Ultimate General Partner VII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

Lightspeed General Partner VII, L.P.

 

 

 

By:

Lightspeed Ultimate General Partner VII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Ultimate General Partner VII, Ltd.

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Venture Partners VIII, L.P.

 

 

 

By:

Lightspeed General Partner VIII, L.P.

 

Its:

General Partner

 

 

 

 

By:

Lightspeed Ultimate General Partner VIII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

Lightspeed General Partner VIII, L.P.

 

 

 

By:

Lightspeed Ultimate General Partner VIII, Ltd.

 

Its:

General Partner

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

Lightspeed Ultimate General Partner VIII, Ltd.

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Authorized Representative

 

 

 

 

 

By:

/s/ Barry Eggers

 

 

Barry Eggers

 

 

 

 

 

By:

/s/ Ravi Mhatre

 

 

Ravi Mhatre

 

 

18



 

By:

/s/ Peter Y. Nieh

 

 

Peter Y. Nieh

 

 

 

 

 

By:

/s/ Christopher J. Schaepe

 

 

Christopher J. Schaepe

 

 

19


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