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^*

GARG GAURAV

(Last)

(First)

(Middle)

C/O FIREEYE, INC.

1440 MCCARTHY BOULEVARD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FireEye, Inc. [ FEYE ]

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)
09/25/2013

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	09/25/2013		C		392,780	A	⁽⁵⁾⁽⁶⁾⁽⁷⁾	725,944	I	See footnote⁽¹⁾
Common Stock	09/25/2013		C		68,076	A	⁽⁵⁾⁽⁷⁾	228,134	I	See footnote⁽²⁾
Common Stock	09/25/2013		C		68,076	A	⁽⁵⁾⁽⁷⁾	228,133	I	See footnote⁽³⁾
Common Stock	09/25/2013		C		182,515	A	⁽⁵⁾⁽⁶⁾	507,515	I	See footnote⁽⁴⁾
Common Stock	09/25/2013		C		18,994	A	⁽⁵⁾	18,994	I	See footnote⁽⁸⁾

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-1 Preferred Stock	⁽⁵⁾	09/25/2013		C			50,000	⁽⁵⁾	⁽⁵⁾	Common Stock	50,000	$0	0	I	See footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽⁶⁾	09/25/2013		C			245,901	⁽⁶⁾	⁽⁶⁾	Common Stock	288,462	$0	0	I	See footnote⁽¹⁾
Series A-2 Preferred Stock	⁽⁶⁾	09/25/2013		C			81,967	⁽⁶⁾	⁽⁶⁾	Common Stock	96,154	$0	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	09/25/2013		C			54,099	⁽⁷⁾	⁽⁷⁾	Common Stock	75,807	$0	0	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	09/25/2013		C			10,829	⁽⁷⁾	⁽⁷⁾	Common Stock	15,174	$0	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁷⁾	09/25/2013		C			10,829	⁽⁷⁾	⁽⁷⁾	Common Stock	15,174	$0	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	09/25/2013		C			52,902	⁽⁵⁾	⁽⁵⁾	Common Stock	52,902	$0	0	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁵⁾	09/25/2013		C			52,902	⁽⁵⁾	⁽⁵⁾	Common Stock	52,902	$0	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	09/25/2013		C			26,450	⁽⁵⁾	⁽⁵⁾	Common Stock	26,450	$0	0	I	See footnote⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾	09/25/2013		C			28,511	⁽⁵⁾	⁽⁵⁾	Common Stock	28,511	$0	0	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽⁵⁾	09/25/2013		C			9,911	⁽⁵⁾	⁽⁵⁾	Common Stock	9,911	$0	0	I	See footnote⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾	09/25/2013		C			18,994	⁽⁵⁾	⁽⁵⁾	Common Stock	18,994	$0	0	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Shares held of record by the Gaurav Garg and Komal Shah Trust dated April 27, 2000, for which the Reporting Person serves as a trustee.

2. Shares held of record by Gaurav Garg and Komal Shah, Trustees of the Garg/Shah GRAT Number One, for which the Reporting Person serves as a trustee.

3. Shares held of record by Gaurav Garg and Komal Shah, Trustees of the Garg/Shah GRAT Number Two, for which the Reporting Person serves as a trustee.

4. Shares held of record by Hilltop Family Partnership, for which the Reporting Person serves as a general partner.

5. Such preferred stock automatically converted into Common Stock on a one for one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.

6. The Series A-2 Preferred Stock automatically converted into Common Stock on a 1.17308 to 1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.

7. The Series B Preferred Stock automatically converted into Common Stock on a 1.40127 to 1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.

8. Shares held of record by Alameda Alpha, LLC, for which the Reporting Person serves as a general partner.

	Jeannette Bjoernsen, as Attorney-in-fact	09/27/2013
	** 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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