13D Filing: Elliott Associates, L.P. and Gigamon Inc. (GIMO)

Page 6 of 8 – SEC Filing

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) is hereby amended and restated as follows:

(a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 14.9% of the shares of Common Stock outstanding.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 37,778,136
shares of Common Stock outstanding (including 166,570 shares of Performance Restricted Stock (as defined in the Merger Agreement)
and 282,721 shares of Restricted Stock (as defined in the Merger Agreement)), which is the total number of shares of Common Stock
outstanding of October 25, 2017 as set forth in the Merger Agreement.

As of the date hereof, Elliott beneficially owned 842,048 shares
of Common Stock, constituting 2.2% of the shares of Common Stock outstanding.

As of the date hereof, Elliott International beneficially owned
1,789,352 shares of Common Stock, constituting approximately 4.7% of the shares of Common Stock outstanding. EICA, as the investment
manager of Elliott International may be deemed to beneficially own the 1,789,352 shares of Common Stock beneficially owned by Elliott
International, constituting approximately 4.7% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially
own 2,631,400 shares of Common Stock, constituting approximately 7.0% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA have economic
exposure comparable to approximately 7.9% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed
in Item 6.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and restated as follows:

Elliott,
both directly and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott
(“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative
Agreements”) in the form of cash settled swaps with respect to 954,904 and 2,029,168 shares of Common Stock of the Issuer,
respectively (representing economic exposure comparable to 2.5% and 5.4% of the shares of Common Stock of the Issuer, respectively).
Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in
approximately 7.9% of the shares of Common Stock.  The Derivative Agreements provide Elliott and Elliott International with
economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct
the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares,
the “Subject Shares”).  The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties
to the Derivative Agreements are unaffiliated third party financial institutions.

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