13D Filing: Discovery Group I, LLC and Aerohive Networks Inc (HIVE)

Item 1.

Security and Issuer

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Aerohive Networks, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 1011 McCarthy Boulevard, Milpitas, California 95035. This Amendment No. 6 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on June 19, 2015, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on July 7, 2015, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 7, 2015, as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on May 18, 2016, as amended by Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on May 11, 2017, and as amended by Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on May 22, 2017 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 6, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 6.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its
entirety as follows:

The total purchase price for the 3,116,821 shares of Common
Stock beneficially owned by the Reporting Persons as of May 31, 2017 was approximately $20,478,232. The source of such funds was
the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary
course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the
legal owner of all of the Common Stock beneficially owned by Discovery Group.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its
entirety as follows:

The information concerning percentages of ownership set forth
below is based on 52,840,074 shares of Common Stock outstanding as of April 28, 2017, as reported in the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2017.

Discovery Equity Partners beneficially owns 3,116,821 shares
of Common Stock as of May 31, 2017, which represents 5.9% of the outstanding Common Stock.

Discovery Group beneficially owns 3,116,821 shares of Common
Stock as of May 31, 2017, which represents 5.9% of the outstanding Common Stock.

13D Filing: Discovery Group I, LLC and Aerohive Networks Inc (HIVE)

Published on June 2, 2017 at 2:18 pm by Insider Monkey Staff in Hedge Funds

Page 4 of 7 – SEC Filing

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