Sec Form 4 Filing - Amrod Alan @ AEROHIVE NETWORKS, INC - 2018-03-01

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 Amrod Alan 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) SVP. Products and Marketing (Last) (First) (Middle) C/O AEROHIVE NETWORKS, 1011 MCCARTHY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2018 (Street) MILPITAS, CA95035 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 03/01/2018 F 4,876 ( 1 ) D $ 4.35 121,052 D Common Stock 03/01/2018 M 21,141 A $ 0 142,193 D Common Stock 03/01/2018 F 7,311 ( 1 ) D $ 4.35 134,882 D Common Stock 03/01/2018 M 35,000 A $ 0 169,882 D Common Stock 03/01/2018 F 12,757 ( 1 ) D $ 4.35 157,125 D Common Stock 03/01/2018 M 12,500 A $ 0 169,625 D Common Stock 03/01/2018 F 4,323 ( 1 ) D $ 4.35 165,302 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 Stock Units $ 0 03/01/2018 A 21,141 ( 2 ) 03/01/2018 03/01/2018 Common Stock 21,141 $ 0 21,141 D Performance Stock Units $ 0 03/01/2018 M 21,141 ( 2 ) 03/01/2018 03/01/2018 Common Stock 21,141 $ 0 0 D Performance Stock Units $ 0 03/01/2018 A 35,000 ( 2 ) 03/01/2018 03/01/2018 Common Stock 35,000 $ 0 35,000 D Performance Stock Units $ 0 03/01/2018 M 35,000 ( 2 ) 03/01/2018 03/01/2018 Common Stock 35,000 $ 0 0 D Performance Stock Units $ 0 03/01/2018 M 12,500 ( 3 ) 03/01/2018 06/01/2020 Common Stock 12,500 $ 0 87,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Amrod Alan C/O AEROHIVE NETWORKS 1011 MCCARTHY BLVD. MILPITAS, CA95035 SVP. Products and Marketing Signatures /s/ Steve Debenham by Power of Attorney 03/05/2018 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 the Company's estimate of the Reporting Person's minimum statutory tax withholding requirement arising from the vesting of such shares under a previously reported award of restricted stock units. ( 2 )The shares subject to the performance-based RSU grant became eligible to vest as of March 1, 2018 based on the Company's achievement of GAAP revenue for its fiscal year 2017 relative to the Company's target revenue for the period, which target the Company's Board of Directors approved at its meeting on February 1, 2017. ( 3 )50% of the shares subject to the grant became eligible to vest as of December 19, 2017, when the 20-day, average trailing-closing-price for the Company's Common Stock as reported by NYSE exceeded $5.50 per share. Under the terms of the grant, such shares will be delivered to the Reporting Person in four equal installments as of each of March 1, June 1, September 1 and December 1, 2018, subject to the Reporting Person continuing as a service provider to the Company as of such respective dates.

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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