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^*

Titinger Jorge

(Last)

(First)

(Middle)

C/O SGI

900 N. MCCARTHY BOULEVARD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Silicon Graphics International Corp [ SGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2015

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	08/12/2015		M		4,782⁽¹⁾	A	$0	125,107	D
Common Stock	08/12/2015		F		1,797⁽²⁾	D	$5.47	123,310	D
Common Stock	08/13/2015		M		12,819⁽¹⁾	A	$0	136,129	D
Common Stock	08/13/2015		F		4,817⁽²⁾	D	$5.36	131,312	D
Common Stock	08/13/2015		M		14,088⁽¹⁾	A	$0	145,400	D
Common Stock	08/13/2015		F		5,294⁽²⁾	D	$5.36	140,106	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)
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)
Restricted Stock Units	⁽³⁾	08/12/2015		M			4,782	08/12/2015	⁽⁴⁾	Common Stock	4,782	$0	219,632	D
Restricted Stock Units	⁽³⁾	08/12/2015		A		214,000		⁽⁵⁾	⁽⁴⁾	Common Stock	214,000	$0	433,632	D
Restricted Stock Units	⁽³⁾	08/13/2015		M			12,819	08/13/2015	⁽⁴⁾	Common Stock	12,819	$0	420,813	D
Performance-Based Restricted Stock Units	⁽³⁾	08/12/2015		A		56,350		⁽⁶⁾	⁽⁴⁾	Common Stock	56,350	$0	56,350	D
Performance-Based Restricted Stock Units	⁽³⁾	08/13/2015		M			14,088	08/13/2015	⁽⁴⁾	Common Stock	14,088	$0	42,262	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit was converted into an equivalent number of shares of the Company's common stock.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability.

3. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

4. Restricted Stock Units have no expiration date.

5. This restricted stock unit award will vest over (4) four years, vesting 1/16 of the shares quarterly.

6. This performance-based restricted stock unit award grant ("PSU") was based upon attainment by the Company of performance metrics. Attainment of such performance metrics was determined by the Compensation Committee of the Company's Board of Directors ("Compensation Committee") on August 12, 2015 in accordance with metrics previously established by the Compensation Committee for the fiscal year ending June 26, 2015. PSU vesting is 25%, one year after the initial grant date of August 13, 2014, with the remaining portion of the PSU vesting in twelve equal, successive quarterly installments over an additional three years, subject to continued service.

	/s/ Jennifer Pratt as Attorney in Fact for Jorge Titinger	08/14/2015
	** 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).
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