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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Gigamon Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
37518B 10 2
(CUSIP Number)
December 31, 2013
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) |
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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 |
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Name of Reporting Person | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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1. |
Name of Reporting Person | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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1. |
Name of Reporting Person | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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1. |
Name of Reporting Person | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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1. |
Name of Reporting Person | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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1. |
Name of Reporting Person | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person | |||||
CUSIP No. 37518B 10 2 |
13G |
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Item 1(a) |
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Name of Issuer | |
Item 1(b) |
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Address of Issuers Principal Executive Offices | |
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Item 2(a) |
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Name of Person Filing
(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 3,550,158 Shares;
(d) HCP VII-B, which directly owns 860,272 Shares;
(e) HCP VII-C, which directly owns 1,252,828 Shares; and
(f) HEF VII, which directly owns 111,242 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) |
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Address of Principal Business Office c/o Highland Capital Partners LLC One Broadway, 16th Floor Cambridge, Massachusetts 02142 | |
Item 2(c) |
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Citizenship | |
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HCP VII |
Delaware |
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HCP VII-B |
Delaware |
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HCP VII-C |
Delaware |
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HEF VII |
Delaware |
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HMP VII |
Delaware |
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Highland Management |
Delaware |
Item 2(d) |
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Title of Class of Securities |
CUSIP No. 37518B 10 2 |
13G |
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Item 2(e) |
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CUSIP Number | |||
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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: | ||||
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Not applicable. | ||||
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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: | |||||
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(a) |
Amount beneficially owned: 5,774,500 shares of Common Stock | |||
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(b) |
Percent of class: 18.6% | |||
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 | ||
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(ii) |
Shared power to vote or to direct the vote: 5,774,500 | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 0 | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 5,774,500 | ||
For HMP VII: | |||||
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(a) |
Amount beneficially owned: 5,774,500 shares of Common Stock | |||
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(b) |
Percent of class: 18.6% | |||
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 | ||
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(ii) |
Shared power to vote or to direct the vote: 5,774,500 | ||
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(iii) |
Sole power to dispose or to direct the disposition of: | ||
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0 | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 5,774,500 |
For HCP VII: | |||
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(a) |
Amount beneficially owned: 3,550,158 shares of Common Stock | |
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(b) |
Percent of class: 11.4% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 3,550,158 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 3,550,158 |
For HCP VII-B: | |||
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(a) |
Amount beneficially owned: 860,272 shares of Common Stock | |
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(b) |
Percent of class: 2.8% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 860,272 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 860,272 |
For HCP VII-C: | |||
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(a) |
Amount beneficially owned: 1,252,828 shares of Common Stock | |
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(b) |
Percent of class: 4.0% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 1,252,828 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 1,252,828 |
For HEF VII: | |||
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(a) |
Amount beneficially owned: 111,242 shares of Common Stock | |
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Percent of class: 0.4% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 111,242 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 111,242 |
Item 5 |
Ownership of Five Percent or Less of a Class |
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Not applicable. |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
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Not applicable. |
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Item 8 |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9 |
Notice of Dissolution of Group |
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Not applicable. |
CUSIP No. 37518B 10 2 |
13G |
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Item 10 |
Certification |
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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 14, 2014. |
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HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND ENTREPRENEURS FUND VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND MANAGEMENT PARTNERS VII, LLC | ||
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
CUSIP No. 37518B 10 2 |
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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 14th day of February, 2014.
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HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND ENTREPRENEURS FUND VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII Limited Partnership, its General Partner | |
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP | ||
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By: |
Highland Management Partners VII, LLC, its General Partner | |
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By: |
/s/ Corey Mulloy |
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Authorized Manager |
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HIGHLAND MANAGEMENT PARTNERSHIP VII, LLC | ||
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By: |
/s/ Corey Mulloy |
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Authorized Manager |