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^*

Reeves Donald L. III

(Last)

(First)

(Middle)

C/O SILVER SPRING NETWORKS, INC.

230 W. TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2017

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	11/10/2017		M⁽¹⁾		391	A	$0	32,651	D
Common Stock	11/10/2017		M⁽²⁾		2,109	A	$0	34,760	D
Common Stock	11/10/2017		M⁽³⁾		1,875	A	$0	36,635	D
Common Stock	11/10/2017		F⁽⁴⁾		1,645	D	$16.13	34,990	D
Common Stock	11/12/2017		M⁽⁵⁾		1,563	A	$0	36,553	D
Common Stock	11/12/2017		F⁽⁴⁾		588	D	$16.12⁽⁶⁾	35,965	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)
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)
Restricted Stock Units	$0⁽⁷⁾	11/10/2017		M⁽¹⁾			391	⁽⁸⁾	⁽⁸⁾	Common Stock	391	$0	0	D
Restricted Stock Units	$0⁽⁷⁾	11/10/2017		M⁽²⁾			2,109	⁽⁹⁾	⁽⁹⁾	Common Stock	2,109	$0	21,095	D
Restricted Stock Units	$0⁽⁷⁾	11/10/2017		M⁽³⁾			1,875	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,875	$0	20,625	D
Restricted Stock Units	$0⁽⁷⁾	11/12/2017		M⁽⁵⁾			1,563	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,563	$0	3,125	D

Explanation of Responses:

1. Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on November 20, 2013, the grant of which was previously reported on a Form 4 by the Reporting Person.

2. Vesting of RSUs granted to the Reporting Person on May 10, 2016.

3. Vesting of RSUs granted to the Reporting Person on August 10, 2016.

4. Exempt transaction pursuant to Section 16b-3(e) for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

5. Vesting of RSUs granted to the Reporting Person on May 12, 2014.

6. The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date, which, because such date was a Sunday, was the NYSE closing price on the last trading date immediately preceding the vesting and release date.

7. Each RSU or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

8. 25% of the RSUs vested on November 10, 2014 and thereafter vests quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on February 10, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

9. 25% of the RSUs vested on May 10, 2017 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

10. 25% of the RSUs vest on August 10, 2017 and thereafter vests quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on November 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

11. 25% of the RSUs vested on May 12, 2015 and thereafter vests quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 12, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

	/s/ Donald L. Reeves, III by Cecilia Hartwig, Attorney-in-Fact	11/14/2017
	** 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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