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*
Griffiths Gary A

(Last) (First) (Middle)
C/O SGI
900 N. MCCARTHY BOULEVARD

(Street)
MILPITAS CA 95035

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Silicon Graphics International Corp [ SGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
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 11/01/2016 D 66,230 D (1) 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 (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
Non-Qualified Stock Option (Right to Buy) $9.02 11/01/2016 D 10,000 01/03/2015 01/03/2021 Common Stock 10,000 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $11.69 11/01/2016 D 15,000 12/06/2012 01/03/2022 Common Stock 15,000 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $10.47 11/01/2016 D 15,000 12/09/2013 01/02/2023 Common Stock 15,000 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $11.83 11/01/2016 D 3,666 05/23/2011 05/23/2017 Common Stock 3,666 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $13.47 11/01/2016 D 3,666 05/29/2012 05/29/2018 Common Stock 3,666 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $5.07 11/01/2016 D 3,666 05/29/2013 05/29/2019 Common Stock 3,666 (2) 0 D
Non-Qualified Stock Option (Right to Buy) $5.34 11/01/2016 D 10,000 08/11/2013 08/11/2019 Common Stock 10,000 (2) 0 D
Explanation of Responses:
1. Shares were disposed of at the effective time of the merger of a subsidiary of Hewlett Packard Enterprise Company ("HPE") with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of August 11, 2016, by and among HPE, Satellite Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $7.75 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration").
2. Shares consist of unexercised non-qualified stock options that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.
/s/ Kirk O. Williams as Attorney in Fact for Gary A. Griffiths 11/02/2016
** 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).
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