Sec Form 4 Filing - Vasudevan Suresh @ Nimble Storage Inc - 2017-04-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Vasudevan Suresh 2. Issuer Name and Ticker or Trading Symbol Nimble Storage Inc [ NMBL] 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) C/O NIMBLE STORAGE, 211 RIVER OAKS PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2017 (Street) SAN JOSE, CA95134 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 04/17/2017 A 123,725 ( 1 ) ( 2 ) A $ 0 1,247,170 D Common Stock 04/17/2017 U 828,673 D $ 12.5 0 D Common Stock 04/17/2017 D 123,725 D 0 D Common Stock 04/17/2017 D 15,325 D 0 D Common Stock 04/17/2017 D 15,325 D 0 D Common Stock 04/17/2017 D 69,714 D 0 D Common Stock 04/17/2017 D 14,597 D 0 D Common Stock 04/17/2017 D 5,977 D 0 D Common Stock 04/17/2017 D 57,167 D 0 D Common Stock 04/17/2017 D 116,667 D 0 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 Employee Stock Option (Right to Buy) $ 0.5867 04/17/2017 D 1,620,000 ( 17 ) 03/08/2021 Common Stock 1,620,000 $ 12.5 0 D Employee Stock Option (Right to Buy) $ 3.74 04/17/2017 D 1,672 ( 18 ) 03/13/2023 Common Stock 1,672 $ 12.5 0 D Employee Stock Option (Right to Buy) $ 3.74 04/17/2017 D 473,263 ( 19 )( 20 ) 03/13/2023 Common Stock 473,263 $ 12.5 0 D Employee Stock Option (Right to Buy) $ 7.65 04/17/2017 D 500,000 ( 21 )( 22 ) 09/24/2023 Common Stock 500,000 $ 12.5 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vasudevan Suresh C/O NIMBLE STORAGE 211 RIVER OAKS PARKWAY SAN JOSE, CA95134 X Chief Executive Officer Signatures /s/ Aparna Bawa, by power of attorney for Suresh Vasudevan 04/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock upon settlement. ( 2 )One-half (1/2) of the performance RSUs will vest immediately and the remaining one-half (1/2) of the shares will vest in equal installments on March 10, 2018 and March 10, 2019. ( 3 )92,794 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $1,159,925.00, representing$12.50 per share pursuant to the merger agreement between issuer and Hewlett Packard Enterprise Company, a Delaware corporation ("HPE")and Nebraska Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the "Merger") on the effective date of theMerger. ( 4 )30,931 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and willbe replaced with a number of shares of HPE common stock to be determined. ( 5 )7,662 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $95,775.00, representing $12.50 per share pursuant to the Merger. ( 6 )7,663 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 7 )34,857 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $435,712.50, representing $12.50 per share pursuant to the Merger. ( 8 )34,857 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE co mmon stock to be determined. ( 9 )7,298 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $91,225.00, representing $12.50 per share pursuant to the Merger. ( 10 )7,299 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 11 )2,988 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $37,350.00, representing $12.50 per share pursuant to the Merger. ( 12 )2,989 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 13 )28,583 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $357,287.50, representing $12.50 per share pursuant to the Merger. ( 14 )28,584 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 15 )58,333 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $729,162.50, representing $12.50 per share pursuant to the Merger. ( 16 )58,334 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 17 )This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $19,299,546.00, representing the difference between the exercise price of the option and $12.50 per share. ( 18 )This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $14,646.72, representing the difference between the exercise price of the option and $12.50 per share. ( 19 )This option, provided for vesting in monthly installments ratably from March 26, 2017 through March 26, 2018. 456,597 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $3,999,789.72, representing the difference between the exercise price of the option and $12.50 per share. ( 20 )16,666 shares issued pursuant to this option, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined. ( 21 )This option provided for 1/36th vesting in equal monthly installments. 416,666 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $2,020,830.10, representing the difference between the exercise price of the option and $12.50 per share. ( 22 )83,334 shares issued pursuant to this option, which provided for 1/36th vesting in equal monthly installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.