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^*

Mulloy Corey

(Last)

(First)

(Middle)

C/O GIGAMON INC.

3300 OLCOTT STREET

(Street)

SANTA CLARA

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

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	06/09/2016		A⁽¹⁾		5,894⁽²⁾	A	$0.00	12,430⁽³⁾	D
Common Stock								61,481	I	See Footnote⁽⁴⁾
Common Stock								14,897	I	See Footnote⁽⁵⁾
Common Stock								21,696	I	See Footnote⁽⁶⁾
Common Stock								1,926	I	See Footnote⁽⁷⁾

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. Reflects automatic annual restricted stock unit ("RSU") awards pursuant to the Issuer's Outside Director Compensation Policy, effective June 11, 2013, as amended as of April 21, 2015.

2. The reported securities awarded on June 9, 2016 (the "Award Date") represent RSUs which vest in twelve equal monthly installments following the Award Date and will vest fully on the earlier of June 9, 2017 or the date of the Issuer's next annual meeting of the stockholders, subject to the Reporting Person's continued service on the Issuer's board of directors through each vesting date.

3. Includes pro rata in-kind distributions, without consideration, of the Issuer's common stock by Highland Entrepreneurs' Fund VII Limited Partnership, a venture capital partnership ("HEF VII") to its constituent partners. The Reporting Person received 146 shares on November 9, 2015 and 133 shares on May 10, 2016 as part of the distributions.

4. On November 9, 2015 and May 10, 2016, Highland Capital Partners VII Limited Partnership, a venture capital partnership ("HCP VII"), made pro rata in-kind distributions, without consideration, for a total of 860,719 shares and 783,562 shares, respectively, of Common Stock of the Issuer to its limited partners, including Highland Management Partners VII Limited Partnership ("HMP VII LP"), the general partner of HCP VII, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII. The Reporting Person is an authorized manager of Highland Management Partners VII, LLC ("HMP VII LLC"), which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein.

5. On November 9, 2015 and May 10, 2016, Highland Capital Partners VII-B Limited Partnership, a venture capital partnership ("HCP VII-B"), made pro rata in-kind distributions, without consideration, for a total of 208,569 shares and 189,872 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-B, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII-B. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein.

6. On November 9, 2015 and May 10, 2016, Highland Capital Partners VII-C Limited Partnership, a venture capital partnership ("HCP VII-C"), made pro rata in-kind distributions, without consideration, for a total of 303,742 shares and 276,514 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HCP VII-C, and to the limited partners of HMP VII LP. The remaining securities are held by HCP VII-C. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein.

7. On November 9, 2015 and May 10, 2016, HEF VII made pro rata in-kind distributions, without consideration, for a total of 26,970 shares and 24,552 shares, respectively, of Common Stock of the Issuer to its limited partners, including HMP VII LP, the general partner of HEF VII, and to the limited partners of HMP VII LP. The remaining securities are held by HEF VII. The Reporting Person is an authorized manager of HMP VII LLC, which is the general partner of HMP VII LP. Each of the Reporting Person, HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein.

Remarks:

	/s/ Paul Shinn, Attorney-in-Fact	06/10/2016
	** 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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