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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MEHTA VARUN

(Last)

(First)

(Middle)

C/O NIMBLE STORAGE

211 RIVER OAKS PARKWAY

(Street)

SAN JOSE

95134

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2016

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	03/09/2016		A		60,000⁽¹⁾	A	$0.00	402,287⁽²⁾	D
Common Stock	03/09/2016		A		5,910⁽³⁾	A	$0.00	408,197	D
Common Stock	03/10/2016		S⁽⁴⁾		4,727	D	$7.1097⁽⁵⁾	403,470	D
Common Stock	03/10/2016		G		1,183	D	$0.00	402,287	D
Common Stock	03/10/2016		G		1,183	A	$0.00	4,072,804	I	See Footnote⁽⁶⁾
Common Stock	03/11/2016		S⁽⁴⁾		9,422	D	$7.4146⁽⁷⁾	392,865	D
Common Stock								600,000	I	See Footnote⁽⁸⁾
Common Stock								650,000	I	See Footnote⁽⁹⁾
Common Stock								600,000	I	See Footnote⁽¹⁰⁾
Common Stock								650,000	I	See Footnote⁽¹¹⁾

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)

Explanation of Responses:

1. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. One-sixth (1/6th) of the restricted stock units will vest on September 10, 2016, and one-sixth (1/6th) of the restricted stock units vest every six months thereafter.

2. Does not include 31,904 shares underlying performance restricted stock units reported in a Form 4 filed on January 30, 2015 that were forfeited because the Company did not achieve the specified performance criteria.

3. These restricted stock units were awarded pursuant to the Company's annual incentive plan for fiscal year 2016 in lieu of a cash payment. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. 100% of the restricted stock units vested on March 9, 2016.

4. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of certain restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

5. The reported price is a weighted average sale price for multiple sale transactions ranging from a low sale price of $7.08 to a high sale price of $7.16. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request from the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer.

6. Held directly by The Mehta Family Trust U/A Dated 11/06/2006. The reporting person has shared voting and investment control over these shares.

7. The reported price is a weighted average sale price for multiple sale transactions ranging from a low sale price of $7.37 to a high sale price of $7.495. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request from the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer.

8. Held directly by The Jai Vir Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares.

9. Held directly by The Jai Vir Mehta Trust. The reporting person has shared voting and investment control over these shares.

10. Held directly by The Kimaya Jia Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares.

11. Held directly by The Kimaya Jia Mehta Trust. The reporting person has shared voting and investment control over these shares.

Remarks:

	/s/ Aparna Bawa, by power of attorney for Varun Mehta	03/11/2016
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.