13G Filing: SQN Investors and Aerohive Networks Inc (HIVE)

1.

Item

1.

(a)

Name of Issuer Aerohive Networks, Inc.

(b)

Address of Issuer’s Principal Executive Offices 1011 McCarthy Boulevard, Milpitas, CA 95035

Item 2.

(a)

The names of the persons filing this statement are: SQN Investors LP (“SQN”), SQN Investors GP LLC (“SQN GP”), SQN Partners (GP) LLC (“Fund GP”), Amish Mehta, and SQN Investors Master Fund LP (the “Master Fund”) (collectively, the “Filers”).

The Filers are filing this statement
jointly, but not as members of a group and each expressly disclaims membership in a group. In addition, filing this Schedule 13G
on behalf of the Master Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner,
as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13G.

 

Each Filer also disclaims beneficial
ownership of the Stock except to the extent of that person’s pecuniary interest therein.

(b)

The principal business office of the Filers except for the Master Fund is located at: 201 Redwood Shores Parkway, Suite 242 Redwood City, CA 94065

The principal business office of the Master
Fund is located at:

c/o Morgan Stanley Fund Services (Cayman) Ltd.

Cricket Square

2nd Floor, Boundary Hall

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

(c)

For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d)

This statement relates to shares of common stock of the Issuer (the “Stock”).

(e)

The CUSIP number of the Issuer is: 007786106