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^*

Vasudevan Suresh

(Last)

(First)

(Middle)

C/O NIMBLE STORAGE

211 RIVER OAKS PARKWAY

(Street)

SAN JOSE

95134

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

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2017

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	04/17/2017		A		123,725⁽¹⁾⁽²⁾	A	$0.00	1,247,170	D
Common Stock	04/17/2017		U		828,673	D	$12.5	0	D
Common Stock	04/17/2017		D		123,725	D	⁽³⁾⁽⁴⁾	0	D
Common Stock	04/17/2017		D		15,325	D	⁽⁵⁾⁽⁶⁾	0	D
Common Stock	04/17/2017		D		15,325	D	⁽⁵⁾⁽⁶⁾	0	D
Common Stock	04/17/2017		D		69,714	D	⁽⁷⁾⁽⁸⁾	0	D
Common Stock	04/17/2017		D		14,597	D	⁽⁹⁾⁽¹⁰⁾	0	D
Common Stock	04/17/2017		D		5,977	D	⁽¹¹⁾⁽¹²⁾	0	D
Common Stock	04/17/2017		D		57,167	D	⁽¹³⁾⁽¹⁴⁾	0	D
Common Stock	04/17/2017		D		116,667	D	⁽¹⁵⁾⁽¹⁶⁾	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)
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)
Employee Stock Option (Right to Buy)	$0.5867	04/17/2017		D			1,620,000	⁽¹⁷⁾	03/08/2021	Common Stock	1,620,000	$12.5	0	D
Employee Stock Option (Right to Buy)	$3.74	04/17/2017		D			1,672	⁽¹⁸⁾	03/13/2023	Common Stock	1,672	$12.5	0	D
Employee Stock Option (Right to Buy)	$3.74	04/17/2017		D			473,263	⁽¹⁹⁾⁽²⁰⁾	03/13/2023	Common Stock	473,263	$12.5	0	D
Employee Stock Option (Right to Buy)	$7.65	04/17/2017		D			500,000	⁽²¹⁾⁽²²⁾	09/24/2023	Common Stock	500,000	$12.5	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock upon settlement.

2. One-half (1/2) of the performance RSUs will vest immediately and the remaining one-half (1/2) of the shares will vest in equal installments on March 10, 2018 and March 10, 2019.

3. 92,794 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $1,159,925.00, representing $12.50 per share pursuant to the merger agreement between issuer and Hewlett Packard Enterprise Company, a Delaware corporation ("HPE") and Nebraska Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the "Merger") on the effective date of the Merger.

4. 30,931 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

5. 7,662 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $95,775.00, representing $12.50 per share pursuant to the Merger.

6. 7,663 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

7. 34,857 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $435,712.50, representing $12.50 per share pursuant to the Merger.

8. 34,857 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

9. 7,298 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $91,225.00, representing $12.50 per share pursuant to the Merger.

10. 7,299 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

11. 2,988 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $37,350.00, representing $12.50 per share pursuant to the Merger.

12. 2,989 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

13. 28,583 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $357,287.50, representing $12.50 per share pursuant to the Merger.

14. 28,584 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

15. 58,333 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $729,162.50, representing $12.50 per share pursuant to the Merger.

16. 58,334 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

17. This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $19,299,546.00, representing the difference between the exercise price of the option and $12.50 per share.

18. This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $14,646.72, representing the difference between the exercise price of the option and $12.50 per share.

19. This option, provided for vesting in monthly installments ratably from March 26, 2017 through March 26, 2018. 456,597 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $3,999,789.72, representing the difference between the exercise price of the option and $12.50 per share.

20. 16,666 shares issued pursuant to this option, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

21. This option provided for 1/36th vesting in equal monthly installments. 416,666 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $2,020,830.10, representing the difference between the exercise price of the option and $12.50 per share.

22. 83,334 shares issued pursuant to this option, which provided for 1/36th vesting in equal monthly installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.

Remarks:

	/s/ Aparna Bawa, by power of attorney for Suresh Vasudevan	04/19/2017
	** Signature of Reporting Person	Date
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