SEC FORM 4

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^*

Li Ping

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)
12/18/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2013		C		762,102	A	⁽¹⁾	762,102	I	By Accel Investors 2007 L.L.C.⁽³⁾
Common Stock	12/18/2013		C		7,102,884	A	⁽¹⁾	7,102,884	I	By Accel IX L.P.⁽²⁾
Common Stock	12/18/2013		C		756,066	A	⁽¹⁾	756,066	I	By Accel IX Strategic Partners L.P.⁽²⁾
Common Stock	12/18/2013		C		52,899	A	⁽¹⁾	815,001	I	By Accel Investors 2007 L.L.C.⁽³⁾
Common Stock	12/18/2013		C		493,024	A	⁽¹⁾	7,595,908	I	By Accel IX L.P.⁽²⁾
Common Stock	12/18/2013		C		52,480	A	⁽¹⁾	808,546	I	By Accel IX Strategic Partners L.P.⁽²⁾
Common Stock	12/18/2013		C		174,127	A	⁽¹⁾	989,128	I	By Accel Investors 2007 L.L.C.⁽³⁾
Common Stock	12/18/2013		C		1,622,892	A	⁽¹⁾	9,218,800	I	By Accel IX L.P.⁽²⁾
Common Stock	12/18/2013		C		172,749	A	⁽¹⁾	981,295	I	By Accel IX Strategic Partners L.P.⁽²⁾
Common Stock	12/18/2013		C		37,623	A	⁽¹⁾	1,026,751	I	By Accel Investors 2007 L.L.C.⁽³⁾
Common Stock	12/18/2013		C		350,650	A	⁽¹⁾	9,569,450	I	By Accel IX L.P.⁽²⁾
Common Stock	12/18/2013		C		37,324	A	⁽¹⁾	1,018,619	I	By Accel IX Strategic Partners L.P.⁽²⁾
Common Stock	12/18/2013		C		686,989	A	⁽¹⁾	686,989	I	By Accel Growth Fund II L.P.⁽⁴⁾⁽⁶⁾
Common Stock	12/18/2013		C		49,741	A	⁽¹⁾	49,741	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾⁽⁶⁾
Common Stock	12/18/2013		C		66,858	A	⁽¹⁾	66,858	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾
Common Stock	12/18/2013		C		46,128	A	⁽¹⁾	1,072,879	I	By Accel Investors 2007 L.L.C.⁽³⁾
Common Stock	12/18/2013		C		429,921	A	⁽¹⁾	9,999,371	I	By Accel IX L.P.⁽²⁾
Common Stock	12/18/2013		C		45,763	A	⁽¹⁾	1,064,382	I	By Accel IX Strategic Partners L.P.⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			762,102	⁽¹⁾	⁽¹⁾	Common Stock	762,102	⁽¹⁾	0	I	By Accel Investors 2007 L.L.C.⁽³⁾
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			7,102,884	⁽¹⁾	⁽¹⁾	Common Stock	7,102,884	⁽¹⁾	0	I	By Accel IX L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			756,066	⁽¹⁾	⁽¹⁾	Common Stock	756,066	⁽¹⁾	0	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			52,899	⁽¹⁾	⁽¹⁾	Common Stock	52,899	⁽¹⁾	0	I	By Accel Investors 2007 L.L.C.⁽³⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			493,024	⁽¹⁾	⁽¹⁾	Common Stock	493,024	⁽¹⁾	0	I	By Accel IX L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			52,480	⁽¹⁾	⁽¹⁾	Common Stock	52,480	⁽¹⁾	0	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			174,127	⁽¹⁾	⁽¹⁾	Common Stock	174,127	⁽¹⁾	0	I	By Accel Investors 2007 L.L.C.⁽³⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			1,622,892	⁽¹⁾	⁽¹⁾	Common Stock	1,622,892	⁽¹⁾	0	I	By Accel IX L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			172,749	⁽¹⁾	⁽¹⁾	Common Stock	172,749	⁽¹⁾	0	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			37,623	⁽¹⁾	⁽¹⁾	Common Stock	37,623	⁽¹⁾	0	I	By Accel Investors 2007 L.L.C.⁽³⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			350,650	⁽¹⁾	⁽¹⁾	Common Stock	350,650	⁽¹⁾	0	I	By Accel IX L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			37,324	⁽¹⁾	⁽¹⁾	Common Stock	37,324	⁽¹⁾	0	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			686,989	⁽¹⁾	⁽¹⁾	Common Stock	686,989	⁽¹⁾	0	I	By Accel Growth Fund II L.P.⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			49,741	⁽¹⁾	⁽¹⁾	Common Stock	49,741	⁽¹⁾	0	I	By Accel Growth Fund II Strategic Partners L.P.⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			66,858	⁽¹⁾	⁽¹⁾	Common Stock	66,858	⁽¹⁾	0	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			46,128	⁽¹⁾	⁽¹⁾	Common Stock	46,128	⁽¹⁾	0	I	By Accel Investors 2007 L.L.C.⁽³⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			429,921	⁽¹⁾	⁽¹⁾	Common Stock	429,921	⁽¹⁾	0	I	By Accel IX L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			45,763	⁽¹⁾	⁽¹⁾	Common Stock	45,763	⁽¹⁾	0	I	By Accel IX Strategic Partners L.P.⁽²⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.

2. Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX") and Accel IX Strategic Partners L.P. ("Accel SP"). As a result, A9A has sole voting and investment power over the securities held by Accel IX and Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li (who is a director of the Issuer), Arthur C. Patterson, Theresia Gouw and James W. Breyer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX and Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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. James W. Breyer, Kevin J. Efrusy, Theresia Gouw, Ping Li (who is a director of the Issuer), and Arthur C. Patterson are the managing members of Accel Investors 2007 L.L.C. ("AI2007") and may be deemed to share voting and investment power over the shares held of record by AI2007. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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.

4. Accel Growth Fund II Associates L.L.C. ("AGFA") is the General Partner of Accel Growth Fund II L.P. ("AGF") and Accel Growth Fund II Strategic Partners L.P. ("AGFSP"). As a result, AGFA has sole voting and investment power over the securities held by AGF and AGFSP. AGFA disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Theresia Gouw, Ping Li (who is a director of the Issuer), Arthur C. Patterson, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, is a Managing Member of AGFA and may be deemed to share voting and investment power over the shares held of record by AGF and AGFSP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein.

5. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Theresia Gouw, Ping Li (who is a director of the Issuer), Arthur C. Patterson, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2012 L.L.C. ("AGFI2012") and may be deemed to share voting and investment power over the shares held of record by AGFI2012. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. 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.

6. 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.

Remarks:

	/s/ Aparna Bawa, by power of attorney for Ping Li	12/18/2013
	** 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).
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