Sec Form 4 Filing - DEBENHAM STEPHEN @ AEROHIVE NETWORKS, INC - 2016-06-01

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 DEBENHAM STEPHEN 2. Issuer Name and Ticker or Trading Symbol AEROHIVE NETWORKS, INC [ HIVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Gen. Counsel & Secretary (Last) (First) (Middle) C/O AEROHIVE NETWORKS, INC., 330 GIBRALTAR DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2016 (Street) SUNNYVALE, CA94089 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 06/01/2016 F 4,581 ( 1 ) D $ 6.26 173,207 D Common Stock ( 2 ) 06/01/2016 A 20,000 A $ 0 198,207 ( 3 ) 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 Common Stock $ 0 06/01/2016 A 20,000 ( 4 ) 06/01/2019 Common Stock 20,000 $ 0 20,000 D Employee Stock Option $ 6.26 06/01/2016 A 40,000 ( 5 ) 06/01/2026 Common Stock 40,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEBENHAM STEPHEN C/O AEROHIVE NETWORKS, INC. 330 GIBRALTAR DRIVE SUNNYVALE, CA94089 VP, Gen. Counsel & Secretary Signatures /s/ Steve Debenham, by power of attorney 06/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In an exempt disposition to the Issuer under rule 16b-3(e), the Issuer withheld shares otherwise to be delivered to the Reporting Person in connection with the satisfaction of tax withholding obligations arising out of the vesting of previously reported restricted stock units, or RSUs. ( 2 )Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of the Issuer's Common Stock.The shares will vest ratably in twelve equal quarterly installments as of March 1, June 1, September 1, and December 1 of each year, with the first quarterly vesting occurring as of September 1, 2016 and the last quarterly vesting occurring as of June 1, 2019, subject to the Reporting Person continuing as a service provider through each such date. ( 3 )Includes 5,000 shares the Reporting Person acquired on June 1, 2016 under the Aerohive Networks 2014 Employee Stock Purchase Plan. ( 4 )Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of the Issuer's Common Stock.The performance-based award is subject to achievement of specified stock price appreciation goals based on the trailing 20-day average closing share price of the Issuer's Common Stock. ( 5 )The shares subject to each award will vest ratably in 36 equal monthly installments, with the first monthly vesting occurring as of July 1, 2016 and the last monthly vesting occurring as of June 1, 2019, subject to the Reporting Person continuing as a service provider through each such date.

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).

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