SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOETZ JAMES J

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

3000 SAND HILL RD, BLDG 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nimble Storage Inc [ NMBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2013		C		281,906	A	⁽¹⁾	281,906	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		805,206	A	⁽¹⁾	805,206	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	12/18/2013		C		7,533,938	A	⁽¹⁾	7,533,938	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		19,567	A	⁽¹⁾	301,473	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		55,891	A	⁽¹⁾	861,097	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	12/18/2013		C		522,945	A	⁽¹⁾	8,056,883	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		64,411	A	⁽¹⁾	365,884	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		183,976	A	⁽¹⁾	1,045,073	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	12/18/2013		C		1,721,380	A	⁽¹⁾	9,778,263	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		13,917	A	⁽¹⁾	379,801	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		39,751	A	⁽¹⁾	1,084,824	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Common Stock	12/18/2013		C		371,929	A	⁽¹⁾	10,150,192	I	By Sequoia Capital XII, L.P.⁽²⁾
Common Stock	12/18/2013		C		1,325,401	A	⁽¹⁾	1,325,401	I	By SC US GF V Holdings, Ltd.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			281,906	⁽¹⁾	⁽¹⁾	Common Stock	281,906	⁽¹⁾	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			805,206	⁽¹⁾	⁽¹⁾	Common Stock	805,206	⁽¹⁾	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	12/18/2013		C			7,533,938	⁽¹⁾	⁽¹⁾	Common Stock	7,533,938	⁽¹⁾	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			19,567	⁽¹⁾	⁽¹⁾	Common Stock	19,567	⁽¹⁾	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			55,891	⁽¹⁾	⁽¹⁾	Common Stock	55,891	⁽¹⁾	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/18/2013		C			522,945	⁽¹⁾	⁽¹⁾	Common Stock	522,945	⁽¹⁾	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			64,411	⁽¹⁾	⁽¹⁾	Common Stock	64,411	⁽¹⁾	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			183,976	⁽¹⁾	⁽¹⁾	Common Stock	183,976	⁽¹⁾	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2013		C			1,721,380	⁽¹⁾	⁽¹⁾	Common Stock	1,721,380	⁽¹⁾	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			13,917	⁽¹⁾	⁽¹⁾	Common Stock	13,917	⁽¹⁾	0	I	By Sequoia Technology Partners XII, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			39,751	⁽¹⁾	⁽¹⁾	Common Stock	39,751	⁽¹⁾	0	I	By Sequoia Capital XII Principals Fund, LLC⁽²⁾
Series D Preferred Stock	⁽¹⁾	12/18/2013		C			371,929	⁽¹⁾	⁽¹⁾	Common Stock	371,929	⁽¹⁾	0	I	By Sequoia Capital XII, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	12/18/2013		C			1,325,401	⁽¹⁾	⁽¹⁾	Common Stock	1,325,401	⁽¹⁾	0	I	By SC US GF V Holdings, Ltd.⁽³⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and had no expiration date.

2. James J. Goetz is a managing member of SC XII Management, LLC ("SC XII Management"). SC XII Management is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. By virtue of these relationships, Mr. Goetz may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. James J. Goetz is a director of SC GF V TT, Ltd. ("SCGF V") and SC US GF V Holdings Ltd. SCGF V is the sole general partner of SCGF V Management, L.P. ("SCGF V Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. By virtue of these relationships, Mr. Goetz may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Melinda Dunn, by power of attorney for James J. Goetz	12/18/2013
	** Signature of Reporting Person	Date
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