0001104659-16-097206.txt : 20160216 0001104659-16-097206.hdr.sgml : 20160215 20160216135214 ACCESSION NUMBER: 0001104659-16-097206 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND ENTREPRENEURS FUND VII LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gigamon Inc. CENTRAL INDEX KEY: 0001484504 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 263963351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87932 FILM NUMBER: 161426208 BUSINESS ADDRESS: STREET 1: 3300 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-831-4000 MAIL ADDRESS: STREET 1: 3300 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: Gigamon LLC DATE OF NAME CHANGE: 20100218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highland Management Partners VII, LLC CENTRAL INDEX KEY: 0001554026 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13G/A 1 a16-4392_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Gigamon Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

37518B 10 2

(CUSIP Number)

December 31, 2015

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Management Partners VII, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,374,500

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,374,500

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,374,500

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person
OO

 

2


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Management Partners VII Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,374,500

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,374,500

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,374,500

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person
PN

 

3


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Capital Partners VII Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
845,043

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
845,043

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
845,043

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.5%

 

 

12.

Type of Reporting Person
PN

 

4


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Capital Partners VII-B Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
204,769

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
204,769

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
204,769

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12.

Type of Reporting Person
PN

 

5


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Capital Partners VII-C Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
298,210

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
298,210

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
298,210

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.9%

 

 

12.

Type of Reporting Person
PN

 

6


 

CUSIP No. 37518B 10 2

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Entrepreneurs’ Fund VII Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
26,478

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
26,478

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
26,478

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person
PN

 

7


 

CUSIP No. 37518B 10 2

13G

 

 

Item 1(a)

Name of Issuer
Gigamon Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices
598 Gibraltar Drive
Milpitas, California 95035

 

Item 2(a)

Name of Person Filing
This statement is being filed by the following persons with respect to the shares (the “Shares”) of common stock (“Common Stock”) of the Issuer directly owned by Highland Capital Partners VII Limited Partnership (“HCP VII”), Highland Capital Partners VII-B Limited Partnership (“HCP VII-B”), Highland Capital Partners VII-C Limited Partnership (“HCP VII-C”) and Highland Entrepreneurs’ Fund VII Limited Partnership (“HEF VII” and, collectively, the “Funds”).

 

                (a) Highland Management Partners VII Limited Partnership (“HMP VII”), the general partner of each of the Funds;  

 

                (b) Highland Management Partners VII, LLC (“Highland Management”), the general partner of HMP VII;

 

                (c) HCP VII, which directly owns 845,043 Shares;

 

                (d) HCP VII-B, which directly owns 204,769 Shares;

 

                (e) HCP VII-C, which directly owns 298,210 Shares; and

 

                (f) HEF VII, which directly owns 26,478 Shares.

 

HMP VII, Highland Management, HCP VII, HCP VII-B, HCP VII-C and HEF VII are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b)

Address of Principal Business Office
The address of each of the reporting persons is:

c/o Highland Capital Partners LLC

One Broadway, 16th Floor

Cambridge, Massachusetts 02142

Item 2(c)

Citizenship

 

 

 

 

HCP VII

 

Delaware

 

HCP VII-B

 

Delaware

 

HCP VII-C

 

Delaware

 

HEF VII

 

Delaware

 

HMP VII

 

Delaware

 

Highland Management

 

Delaware

Item 2(d)

Title of Class of Securities
Common Stock, $0.0001 par value

 

8


 

CUSIP No. 37518B 10 2

13G

 

 

 

 

Item 2(e)

CUSIP Number
37518B 10 2

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

Item 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For Highland Management:

 

(a)

Amount beneficially owned:   

1,374,500 shares of Common Stock

 

(b)

Percent of class:   

4.0%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,374,500

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,374,500

For HMP VII:

 

(a)

Amount beneficially owned:   

1,374,500 shares of Common Stock

 

(b)

Percent of class:   

4.0%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,374,500

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

9


 

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,374,500

For HCP VII:

 

(a)

Amount beneficially owned:   

845,043  shares of Common Stock

 

(b)

Percent of class:   

2.5%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

845,043

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

845,043

For HCP VII-B:

 

(a)

Amount beneficially owned:   

204,769  shares of Common Stock

 

(b)

Percent of class:   

0.6%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

204,769

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

204,769

For HCP VII-C:

 

(a)

Amount beneficially owned:   

298,210  shares of Common Stock

 

(b)

Percent of class:   

0.9%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

10


 

 

 

(ii)

Shared power to vote or to direct the vote:    

298,210

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

298,210

For HEF VII:

 

(a)

Amount beneficially owned:   

26,478  shares of Common Stock

 

(b)

Percent of class:   

0.1%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

26,478

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

26,478

 

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   x

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9

Notice of Dissolution of Group

 

Not applicable.

 

11


 

CUSIP No. 37518B 10 2

13G

 

 

 

Item 10

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: February 16, 2016.

 

 

HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

 

HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

 

HIGHLAND ENTREPRENEURS’ FUND VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

12


 

 

HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

 

HIGHLAND MANAGEMENT PARTNERS VII, LLC

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

13


 

CUSIP No. 37518B 10 2

 

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Gigamon Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED as of this 16th day of February, 2016.

 

 

HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

 

HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

14


 

 

HIGHLAND ENTREPRENEURS’ FUND VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

Authorized Manager

 

 

 

 

HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP

 

 

 

 

By:

Highland Management Partners VII, LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

 

HIGHLAND MANAGEMENT PARTNERSHIP VII, LLC

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

15