Sec Form 4 Filing - Sambandan Sachi @ Gigamon Inc. - 2016-02-15

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Sambandan Sachi
2. Issuer Name and Ticker or Trading Symbol
Gigamon Inc. [ GIMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP Engineering
(Last) (First) (Middle)
C/O GIGAMON INC., 3300 OLCOTT STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2016
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2016 F 1,910 ( 1 ) D $ 22.54 60,986 D
Common Stock 02/16/2016 A 20,000 ( 2 ) A $ 0 80,986 D
Common Stock 02/16/2016 A 7,101 ( 3 ) A $ 0 89,587 ( 4 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Units $ 0 02/16/2016 A 20,000 ( 5 ) ( 5 ) Common Stock 20,000 $ 0 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sambandan Sachi
C/O GIGAMON INC.
3300 OLCOTT STREET
SANTA CLARA, CA95054
Sr. VP Engineering
Signatures
/s/ Paul Shinn, Attorney-in-Fact 02/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.
( 2 )The reported securities represent RSUs, 1/16th of which shall vest on May 15, 2016 and 1/16th of which shall vest on the 15th of each of August, November, February and May thereafter.
( 3 )The reported securities represent RSUs, 1/8th of which shall vest on May 15, 2016 and 1/8th of which shall vest on the 15th of each of August, November, February and May thereafter.
( 4 )Includes 1,500 shares acquired by the Reporting Person under the Issuer's 2013 Employee Stock Purchase Plan on February 16, 2016.
( 5 )Each performance-based restricted stock unit, or PRSU, represents the contingent right to receive one share of GIMO common stock, and will be eligible to vest based on the achievement of certain performance metrics for 2016. The reported PRSUs reflect the target number and the Reporting Person may ultimately receive up to 200% of the target number. Any shares eligible to vest shall vest on February 15, 2017 as to 1/4th upon determination of achievement, with 1/16th of the remaining shares to vest on the 15th of each of May, August, November and February thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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