Sec Form 4 Filing - Dresselhuys Eric P. @ SILVER SPRING NETWORKS INC - 2014-03-12

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
Dresselhuys Eric P.
2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Global Development
(Last) (First) (Middle)
C/O SILVER SPRING NETWORKS, INC., 555 BROADWAY ST.
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2014
(Street)
REDWOOD CITY, CA94063
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 03/12/2014 M( 1 ) 30,000 A $ 0 44,762 D
Common Stock 03/12/2014 F( 2 ) 11,274 D $ 16.7 33,488 D
Common Stock 03/13/2014 S( 3 ) 8,326 ( 4 ) D $ 17.1053 ( 5 ) 25,162 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 $ 0 ( 6 ) 03/12/2014 M( 1 ) 30,000 ( 7 ) ( 7 ) Common Stock 30,000 $ 0 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dresselhuys Eric P.
C/O SILVER SPRING NETWORKS, INC.
555 BROADWAY ST.
REDWOOD CITY, CA94063
EVP, Global Development
Signatures
/s/ Eric P. Dresselhuys by Lanson Wan, Attorney-in-Fact 03/14/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on March 12, 2013, the grant of which was previously reported on a Form 4 by the Reporting Person.
( 2 )Exempt transaction pursuant to Section 16b-3(e) for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
( 3 )The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2013.
( 4 )Represents the aggregate of sales effected on the same day at different prices.
( 5 )Represents the weighted average sales price per share. The shares were sold at prices ranging from $16.89 to $17.47 per share. Full information regarding the number of shares sold/purchased at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
( 6 )Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.
( 7 )50% of the RSUs vested on the one-year anniversary of the date of the Issuer's initial public offering and the remaining 50% shall vest on the two-year anniversary of the date of the Issuer's initial public offering. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

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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