Sec Form 4 Filing - SC XII MANAGEMENT LLC @ Nimble Storage Inc - 2015-09-30

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
SC XII MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Nimble Storage Inc [ NMBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2015
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 09/30/2015 J( 1 ) 189,901 D 189,900 I By Sequoia Technology Partners XII, L.P. ( 2 )
Common Stock 09/30/2015 J( 1 ) 542,412 D 542,412 I By Sequoia Capital XII Principals Fund, LLC ( 2 )
Common Stock 09/30/2015 J( 1 ) 5,075,096 D 5,075,096 I By Sequoia Capital XII, LP ( 2 )
Common Stock 09/30/2015 J( 1 ) 662,701 D 662,700 I By SC US GF V Holdings, Ltd. ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC XII MANAGEMENT LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL XII A DELAWARE L P
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL XII PRINCIPALS FUND LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF V Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC US GF V Holdings, Ltd.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P. 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P. 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD. 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P. 10/01/2015
Signature of Reporting Person Date
/s/ Melinda Dunn, by POA for James J. Goetz, a Director of SC US(TTGP), LTD., the GP of SCGF V Management, L.P., the GP of Sequoia Capital US Growth Fund V, L.P. & Sequoia Capital USGF Principals Fund V, L.P., the shareholders of SC US GF V Holdings, Ltd. 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital US Growth Fund V, L.P 10/01/2015
Signature of Reporting Person Date
By: /s/ Melinda Dunn, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund V, L.P. 10/01/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners, shareholders or members and includes subsequent distributions by general partners or managing members to their respective partners or members.
( 2 )SC XII Management, LLC ("SC XII Management") is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. As a result, SC XII Management may be deemed to share beneficial ownership of the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. As a result, SC US TTGP, Sequoia Capital U.S. Growth Fund V, L.P., Sequoia Capital USGF Principals Fund V, L.P. and GF V Management may be deemed to share beneficial ownership of the shares held by SC US GF V Holdings, Ltd. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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