Sec Form 4 Filing - Murphy Denis @ Nimble Storage Inc - 2017-04-13

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
Murphy Denis
2. Issuer Name and Ticker or Trading Symbol
Nimble Storage Inc [ NMBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP of Worldwide Sales
(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 04/13/2017 A 28,280 ( 1 ) ( 2 ) A $ 0 294,595 ( 3 ) D
Common Stock 04/17/2017 D 70,404 D 0 D
Common Stock 04/17/2017 D 28,280 D 0 D
Common Stock 04/17/2017 D 33,525 D 0 D
Common Stock 04/17/2017 D 115,625 D 0 D
Common Stock 04/17/2017 D 40,001 D 0 D
Common Stock 04/17/2017 D 13,067 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Denis
C/O NIMBLE STORAGE
211 RIVER OAKS PARKWAY
SAN JOSE, CA95134
VP of Worldwide Sales
Signatures
/s/ Aparna Bawa, by power of attorney for Denis Murphy 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 )Includes 576 shares acquired by the Reporting Person pursuant to the Issuer's 2013 Employee Stock Purchase Plan on April 11, 2017.
( 4 )Disposed of pursuant to 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 the merger in exchange for a cash payment of $880,050.00, representing $12.50 per share.
( 5 )11,416 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $142,700.00, representing$12.50 per share pursuant to the Merger.
( 6 )16,864 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.
( 7 )This RSU, which provided for vesting in four equal installments, were assumed by HPE in the Merger and will be replaced with a number ofshares of HPE common stock to be determined.
( 8 )This RSU, which provided for vesting in eight equal installments, were assumed by HPE in the Merger and will be replaced with a number ofshares of HPE common stock to be determined.
( 9 )This RSU, which provided for vesting in six equal installments, were assumed by HPE in the Merger and will be replaced with a number ofshares of HPE common stock to be determined.

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