SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOETZ JAMES J

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 189,900 I By Sequoia Technology Partners XII, L.P.(2)
Common Stock 09/30/2015 J(1) 542,412 D (1) 542,412 I By Sequoia Capital XII Principals Fund, LLC(2)
Common Stock 09/30/2015 J(1) 5,075,096 D (1) 5,075,096 I By Sequoia Capital XII, LP(2)
Common Stock 09/30/2015 J(1) 662,701 D (1) 662,700 I By SC US GF V Holdings, Ltd.(3)(4)
Common Stock 09/30/2015 J(5) 20,203 A (5) 20,203 D
Common Stock 09/30/2015 J(5) 186,718 A (5) 206,921 D
Common Stock 09/30/2015 J(5) 11,010 A (5) 217,931 D
Common Stock 09/30/2015 J(5) 172 A (5) 172 I By Family Trust(6)
Common Stock 09/30/2015 J(5) 4,720 A (5) 4,892 I By Family Trust(6)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
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. James J. Goetz is a managing member of SC XII Management, LLC ("SC XII Management"). 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. By virtue of these relationships, Mr. Goetz 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. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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 purpose.
3. SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("SCGF 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. James J. Goetz is one of the directors of SC US TTGP who exercised voting and investment discretion with respect to the SC US GF V Holdings, Ltd.'s investments. By virtue of these relationships, Mr. Goetz may be deemed to share beneficial ownership of the shares held by SC US GF V Holdings, Ltd.
4. (Continued from footnote 3) The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.
5. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above as follows: (i) 20,203 shares from SC US GF V Holdings, Ltd. to the Reporting Person; (ii) 186,718 shares from Sequoia Capital XII, L.P. to the Reporting Person; (iii) 11,010 shares from Sequoia Capital XII Principals Fund, LLC to the Reporting Person; (iv) 172 shares from SC US GF V Holdings, Ltd. to a family trust; and (v) 4,720 shares from Sequoia Capital XII Principals Fund, LLC to a family trust.
6. Shares held by a family trust. The Reporting Person may be deemed to beneficially own the shares held by the family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
By:/s/ Melinda Dunn, by power of attorney for James J. Goetz 10/01/2015
** Signature of Reporting Person 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).
** 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.
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