SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GARG GAURAV

(Last)

(First)

(Middle)

C/O FIREEYE, INC.

1440 MCCARTHY BOULEVARD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2013

3. Issuer Name and Ticker or Trading Symbol
FireEye, Inc. [ FEYE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	333,164	I	See footnote⁽¹⁾
Common Stock	160,058	I	See footnote⁽²⁾
Common Stock	160,057	I	See footnote⁽³⁾
Common Stock	325,000	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	50,000	⁽⁵⁾	I	See footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	245,901	⁽⁶⁾	I	See footnote⁽¹⁾
Series A-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	81,967	⁽⁶⁾	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	54,099	⁽⁷⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	10,829	⁽⁷⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	10,829	⁽⁷⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	52,902	⁽⁵⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	52,902	⁽⁵⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	26,450	⁽⁵⁾	I	See footnote⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	28,511	⁽⁵⁾	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	9,911	⁽⁵⁾	I	See footnote⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	18,994	⁽⁵⁾	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Shares held of record by the Gaurav Garg and Komal Shah Trust dated April 27, 2000, for which the Reporting Person serves as a trustee.

2. Shares held of record by Gaurav Garg and Komal Shah, Trustees of the Garg/Shah GRAT Number One, for which the Reporting Person serves as a trustee.

3. Shares held of record by Gaurav Garg and Komal Shah, Trustees of the Garg/Shah GRAT Number Two, for which the Reporting Person serves as a trustee.

4. Shares held of record by Hilltop Family Partnership, for which the Reporting Person serves as a general partner.

5. Such preferred stock shall automatically convert into Common Stock on a one for one basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

6. The Series A-2 Preferred Stock shall automatically convert into Common Stock on a 1.17308 to 1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

7. The Series B Preferred Stock shall automatically convert into Common Stock on a 1.40127 to 1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

8. Shares held of record by Alameda Alpha, LLC, for which the Reporting Person serves as a general partner.

	Jeannette Bjoernsen, as Attorney-in-fact	09/19/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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