Filing Details

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting persons 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).

(1)   This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (Lightspeed VII), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (LGP VII), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (LUGP VII), Lightspeed Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (Lightspeed VIII), Lightspeed General Partner VIII, L.P., a Cayman Islands exempted limited partnership (LGP VIII), Lightspeed Ultimate General Partner VIII, Ltd., a Cayman Islands exempted company (LUGP VIII), Barry Eggers (Eggers), Ravi Mhatre (Mhatre), Peter Y. Nieh (Nieh) and Christopher J. Schaepe (Schaepe and together with Lightspeed VII, LGP VII, LUGP VII, Lightspeed VIII, LGP VIII, LUGP VIII, Eggers, Mhatre and Nieh, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Shares are held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(3)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   Includes 63,020 shares held by Schaepe.

(3)   Includes 7,376,825 shares are held by Lightspeed VII and 10,192 shares held by Lightspeed VIII.  LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII.   LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VII and Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII and Lightspeed VIII except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(4)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers Form 10-Q filed on November 1, 2017.

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Introductory Note: This Statement on Schedule 13G (this Statement) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Aerohive Networks, Inc. (the Issuer).

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The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017:

(1)   Includes 7,376,825 shares are held by Lightspeed VII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII; however, they disclaim beneficial ownership of the shares held by Lightspeed VII except to the extent of their pecuniary interests therein.

(2)   Includes 10,192 shares are held by Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII; however, they disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their pecuniary interests therein.

(3)   Includes 63,020 shares held by Schaepe

(4)   This percentage is calculated based upon 53,598,569 shares of Common Stock outstanding as of October 27, 2017 as indicated in the Issuers From 10-Q filed on November 1, 2017.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2018

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Aerohive Networks, Inc. is filed on behalf of each of us.

Dated: February 14, 2018

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