X0306 4 2014-09-17 0 0001372414 AEROHIVE NETWORKS, INC HIVE 0001250321 FLYNN DAVID K. C/O AEROHIVE NETWORKS, INC. 330 GIBRALTAR DRIVE SUNNYVALE CA 94089 1 1 0 0 President and CEO Common Stock 2014-09-17 4 A 0 120000 0.00 A 760555 D Common Stock 589789 I See footnote Each restricted stock unit (RSU) represents the contingent right to receive, following vesting, one share of Common Stock of Aerohive Networks. The shares will vest ratably in eight equal quarterly installments as of December 1, March 1, June 1 and September 1 of each year, with the first quarterly vesting occurring as of December 1, 2014 and the last quarterly vesting occurring as of September 1, 2016, subject to the Reporting Person continuing as a service provider through each such date. This total includes 210,211 shares previously held by the David Flynn 2012 Annuity Trust dated December 20, 2012 (the "Annuity Trust"), and which were transferred to the Reporting Person and are now owned directly by the Reporting Person. The shares are held by the Annuity Trust, of which the Reporting Person is the trustee. /s/ Steve Debenham, by power of attorney 2014-09-19