X0206 3 2014-03-27 0 0001372414 AEROHIVE NETWORKS, INC HIVE 0001250321 FLYNN DAVID C/O AEROHIVE NETWORKS, INC. 330 GIBRALTAR DRIVE SUNNYVALE CA 94089 1 1 0 0 President and CEO Common Stock 320000 D Common Stock 800000 I See footnote Series A Preferred Stock Common Stock 110344 D Employee Stock Option (right to buy) 0.70 2020-06-09 Common Stock 200000 D Employee Stock Option (right to buy) 0.70 2021-02-24 Common Stock 128000 D Employee Stock Option (right to buy) 2.05 2022-05-04 Common Stock 280000 D Employee Stock Option (right to buy) 6.00 2023-06-11 Common Stock 120000 D Employee Stock Option (right to buy) 9.575 2023-10-07 Common Stock 200000 D The shares are held by the David Flynn 2012 Annuity Trust dated December 20, 2012, for which the Reporting Person serves as trustee. The Series A 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. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on June 9, 2011 and one forty-eighth of the shares vest monthly thereafter. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on February 3, 2012 and one forty-eighth of the shares vest monthly thereafter. The option is subject to an early exercise provision and is immediately exercisable. One-fifth of the shares subject to the option vested on May 4, 2013 and one-sixtieth of the shares vest monthly thereafter. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vest on April 18, 2014 and one forty-eighth of the shares vest monthly thereafter. 50% of the shares subject to the option vest on the earlier of (i) the second anniversary of the effective date of the Issuer's initial public offering of common stock or (ii) June 30, 2016, and one twenty-fourth of the remaining shares vest monthly thereafter. Exhibit 24 - Power of Attorney /s/ Steve Debenham, by power of attorney 2014-03-27