Sec Form 4 Filing - Hooper Paul @ Gigamon Inc. - 2017-06-28

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
Hooper Paul
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3300 OLCOTT STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2017
(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 06/28/2017 D 87,827 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) D $ 0 98,628 D
Common Stock 06/28/2017 A 11,050 ( 1 ) ( 6 ) A $ 0 109,678 D
Common Stock 06/28/2017 A 30,188 ( 1 ) ( 7 ) A $ 0 139,866 D
Common Stock 06/28/2017 A 45,375 ( 1 ) ( 8 ) A $ 0 185,241 D
Common Stock 06/28/2017 A 1,214 ( 1 ) ( 9 ) A $ 0 186,455 D
Common Stock 06/28/2017 A 67,837 ( 1 ) ( 10 ) A $ 0 254,292 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
Restricted Stock Units ( 11 ) 06/28/2017 D 67,837 ( 11 ) ( 11 ) Common Stock 67,837 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hooper Paul
3300 OLCOTT STREET
SANTA CLARA, CA95054
X Chief Executive Officer
Signatures
/s/ Paul Shinn, Attorney-in-Fact 06/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of the awards listed on this Form 4 were granted in connection with the cancellation of an equal number of restricted stock unit awards. Includes the cancellation of an aggregate of 155,664 restricted stock units, or RSUs, and the subsequent re-grant of an aggregate of 155,664 restricted stock awards to the Reporting Person pursuant to the Restricted Stock Unit Cancellation Agreement between the Issuer and the Reporting Person dated June 28, 2017 (the "Cancellation Agreement"). As such, there are no new or incremental awards being made to Mr. Hooper.
( 2 )Includes the cancellation of an award of 11,050 restricted stock units, or RSUs, pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 14, 2014 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 11,050 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
( 3 )Includes the cancellation of an award of 30,188 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 17, 2015 which were scheduled to vest in seven equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 30,188 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
( 4 )Includes the cancellation of an award of 45,375 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 45,375 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
( 5 )Includes the cancellation of an award of 1,214 RSUs pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were scheduled to vest in three equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 1,214 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.
( 6 )The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (2) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017.
( 7 )The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (3) above. The shares of Issuer common stock subject to this restricted stock award vest in seven equal quarterly installments beginning on August 15, 2017.
( 8 )The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (4) above. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017.
( 9 )The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (5) above. The shares of Issuer common stock subject to this restricted stock award vest in three equal quarterly installments beginning on August 15, 2017.
( 10 )The reported shares represent the replacement restricted stock award for the cancelled RSUs described in footnote (11) below. The shares of Issuer common stock subject to this restricted stock award vest in 11 equal quarterly installments beginning on August 15, 2017.
( 11 )Represents the cancellation of an award of 67,837 RSUs (formerly performance-based RSUs) pursuant to the Cancellation Agreement. These cancelled RSUs represent the remaining outstanding and unvested RSUs awarded to the Reporting Person on February 16, 2016 which were to vest in 11 equal quarterly installments beginning on August 15, 2017. Pursuant to the terms of the Cancellation Agreement, the Reporting Person received a new restricted stock award for 67,837 shares of Issuer common stock subject to identical vesting provisions as the cancelled RSUs referenced above as consideration for the cancellation described herein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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