Sec Form 4 Filing - Mulloy Corey @ Gigamon Inc. - 2016-06-09

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
Mulloy Corey
2. Issuer Name and Ticker or Trading Symbol
Gigamon Inc. [ GIMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GIGAMON INC., 3300 OLCOTT STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2016
(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 06/09/2016 A( 1 ) 5,894 ( 2 ) A $ 0 12,430 ( 3 ) D
Common Stock 61,481 I See Footnote ( 4 )
Common Stock 14,897 I See Footnote ( 5 )
Common Stock 21,696 I See Footnote ( 6 )
Common Stock 1,926 I See Footnote ( 7 )
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 Am ount 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mulloy Corey
C/O GIGAMON INC.
3300 OLCOTT STREET
SANTA CLARA, CA95054
X
Signatures
/s/ Paul Shinn, Attorney-in-Fact 06/10/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects automatic annual restricted stock unit ("RSU") awards pursuant to the Issuer's Outside Director Compensation Policy, effective June 11, 2013, as amended as of April 21, 2015.
( 2 )The reported securities awarded on June 9, 2016 (the "Award Date") represent RSUs which vest in twelve equal monthly installments following the Award Date and will vest fully on the earlier of June 9, 2017 or the date of the Issuer's next annual meeting of the stockholders, subject to the Reporting Person's continued service on the Issuer's board of directors through each vesting date.
( 3 )Includes pro rata in-kind distributions, without consideration, of the Issuer's common stock by Highland Entrepreneurs' Fund VII Limited Partnership, a venture capital partnership ("HEF VII") to its constituent partners. The Reporting Person received 146 shares on November 9, 2015 and 133 shares on May 10, 2016 as part of the distributions.
( 4 )On November 9, 2015 and May 10, 2016, Highland Capital Partners VII Limited Partnership, a venture capital partnership ("HCP VII"), made pro rata in-kind distributions, without consideration, for a total of 860,719 shares and 783,562 shares, respectively, of Common Stock of the Issuer to its limited partners, including Highland Management Partners VII Limited Partnership ("HMP VII LP"), the general partner of HCP VII, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII. The Reporting Person is an authorized manager of Highland Management Partners VII, LLC ("HMP VII LLC"), which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein.
( 5 )On November 9, 2015 and May 10, 2016, Highland Capital Partners VII-B Limited Partnership, a venture capital partnership ("HCP VII-B"), made pro rata in-kind distributions, without consideration, for a total of 208,569 shares and 189,872 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-B, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII-B. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein.
( 6 )On November 9, 2015 and May 10, 2016, Highland Capital Partners VII-C Limited Partnership, a venture capital partnership ("HCP VII-C"), made pro rata in-kind distributions, without consideration, for a total of 303,742 shares and 276,514 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-C, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII-C. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein.
( 7 )On November 9, 2015 and May 10, 2016, HEF VII made pro rata in-kind distributions, without consideration, for a total of 26,970 shares and 24,552 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HEF VII, and to the limited partners of HMP VII LP. The remaining securities are held by HEF VII. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein.

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