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*
Shinn Paul B

(Last) (First) (Middle)
C/O GIGAMON INC.
3300 OLCOTT STREET

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gigamon Inc. [ GIMO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Secretary and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016
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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2016 F (1) 987 (2) D $22.54 35,737 D
Common Stock 02/16/2016 S (1) 9,711 D $23.3435 (3) 26,026 D
Common Stock 02/16/2016 S (1) 900 D $23.8479 (4) 25,126 D
Common Stock 02/16/2016 A 18,000 (5) A $0.00 43,126 D
Common Stock 02/16/2016 A 421 (6) A $0.00 44,713 (7) D
Common Stock 02/17/2016 S (1) 1,730 D $24.1413 (8) 42,983 D
Common Stock 02/17/2016 S (1) 700 D $24.603 (9) 42,283 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Units $0.00 02/16/2016 A 18,000 (10) (10) Common Stock 18,000 $0.00 18,000 D
Explanation of Responses:
1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2015.
2. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.
3. The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $22.82 to $23.8199 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
4. The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $23.82 to $24.8199 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
5. The reported securities represent RSUs, 1/16th of which shall vest on May 15, 2016 and 1/16th of which shall vest on the 15th of each of August, November, February and May thereafter.
6. The reported securities represent RSUs, 1/8th of which shall vest on May 15, 2016 and 1/8th of which shall vest on the 15th of each of August, November, February and May thereafter.
7. Includes 1,166 shares acquired by the Reporting Person under the Issuer's 2013 Employee Stock Purchase Plan on February 16, 2016.
8. The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $23.46 to $24.4599 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
9. The sale price for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $24.47 to $25.4699 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
10. Each performance-based restricted stock unit, or PRSU, represents the contingent right to receive one share of GIMO common stock, and will be eligible to vest based on the achievement of certain performance metrics for 2016. The reported PRSUs reflect the target number and the Reporting Person may ultimately receive up to 200% of the target number. Any shares eligible to vest shall vest on February 15, 2017 as to 1/4th upon determination of achievement, with 1/16th of the remaining shares to vest on the 15th of each of May, August, November and February thereafter.
Remarks:
/s/ Paul Shinn 02/17/2016
** 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).
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