Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEBENHAM STEPHEN
  2. Issuer Name and Ticker or Trading Symbol
AEROHIVE NETWORKS, INC [HIVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Gen. Counsel & Secretary
(Last)
(First)
(Middle)
C/O AEROHIVE NETWORKS, 1011 MCCARTHY BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
(Street)

MILPITAS, CA 95035
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2018   F   4,861 (1) D $ 4.35 224,662 D  
Common Stock 03/01/2018   M   17,500 A $ 0 242,162 D  
Common Stock 03/01/2018   F   6,622 (1) D $ 4.35 235,540 D  
Common Stock 03/01/2018   M   15,221 A $ 0 250,761 D  
Common Stock 03/01/2018   F   5,180 (1) D $ 4.35 245,581 D  
Common Stock 03/01/2018   M   5,375 A $ 0 250,956 D  
Common Stock 03/01/2018   F   1,859 (1) D $ 4.35 249,097 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $ 0 03/01/2018   A   17,500 (2)   03/01/2018 03/01/2018 Common Stock 17,500 $ 0 17,500 D  
Performance Stock Units $ 0 03/01/2018   M     17,500 (2) 03/01/2018 03/01/2018 Common Stock 17,500 $ 0 0 D  
Performance Stock Units $ 0 03/01/2018   A   15,221 (2)   03/01/2018 03/01/2018 Common Stock 15,221 $ 0 15,221 D  
Performance Stock Units $ 0 03/01/2018   M     15,221 (2) 03/01/2018 03/01/2018 Common Stock 15,221 $ 0 0 D  
Performance Stock Units $ 0 03/01/2018   M     5,375 (3) 03/01/2018 06/01/2020 Common Stock 5,375 $ 0 37,625 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEBENHAM STEPHEN
C/O AEROHIVE NETWORKS
1011 MCCARTHY BLVD.
MILPITAS, CA 95035
      VP, Gen. Counsel & Secretary  

Signatures

 /s/ Steve Debenham   03/05/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In an exempt disposition to the Issuer under rule 16b-3(e), the Issuer withheld shares otherwise to be delivered to the Reporting Person in connection with the satisfaction of the Company's estimate of the Reporting Person's minimum statutory tax withholding requirement arising from the vesting of such shares under previously reported awards of restricted stock units.
(2) The shares subject to the performance-based RSU grant became eligible to vest as of March 1, 2018 based on the Company's achievement of GAAP revenue for its fiscal year 2017 relative to the Company's target revenue for the period, which target the Company's Board of Directors approved at its meeting on February 1, 2017.
(3) 50% of the shares subject to the grant became eligible to vest as of December 19, 2017, when the 20-day, average trailing-closing-price for the Company's Common Stock as reported by NYSE exceeded $5.50 per share. Under the terms of the grant, such shares will be delivered to the Reporting Person in four equal installments as of each of March 1, June 1, September 1 and December 1, 2018, subject to the Reporting Person continuing as a service provider to the Company as of such respective dates.

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