X0306 4 2015-09-01 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 2015-09-01 4 F 0 7752 6.09 D 1419778 D Common Stock 2015-09-03 4 P 0 36272 6.0246 A 36272 I See footnote In an exempt disposition to the Issuer under rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of previously reported restricted stock units, or RSUs. The Form 4 filed by the Reporting Person on September 19, 2014 reported that 210,211 shares were transferred from the David Flynn 2012 Annuity Trust dated December 20, 2012 (the "Annuity Trust") to the Reporting Person; such number of shares transferred was actually 210,111. This total also includes 589,889 shares previously held by the Annuity Trust and which were transferred to the Reporting Person in June 2015 and are now owned directly by the Reporting Person. This transaction was executed in multiple trades at prices ranging from $5.9885 to $6.0758. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected The shares are held by David and Pamela Flynn co-ttees Flynn Living Trust dtd 07/22/99. /s/ Daybeth Cordoba, by power of attorney 2015-09-03