13D Filing: Discovery Group I, LLC and Aerohive Networks Inc (HIVE)

Page 5 of 7 – SEC Filing

Discovery Group is the investment
manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive power of the securities
held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial ownership of all of the
Common Shares owned by Discovery Equity Partners. Voting and disposition decisions at Discovery Group with respect to the investment
of such securities are made by a five-person investment committee (the “Committee”) which makes such investment
decisions by majority vote. No member of the Committee may act individually to vote or sell Common Shares held by Discovery Equity
Partners, nor does any such member have a veto right concerning the vote or sale of any such common stock. Accordingly, no individual
member of the Committee is deemed to beneficially own, and each individual member of the Committee expressly disclaims beneficial
ownership of, within the meaning of Rule 13d-3, any Common Shares held by Discovery Equity Partners solely by virtue of the fact
that he or she is a member of the Committee.

 

The transactions in Common Stock effected by the Reporting Persons
since those reported in the Schedule 13D filed by the Reporting Persons on June 1, 2017 are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial owners of more than
five percent of the Common Stock on June 9, 2017.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its entirety
as follows:

 

There are no contracts, arrangements,
understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect
to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners,
the
margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the
Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment
No. 7 included as Exhibit 2 to this Amendment No. 7, and the Power of Attorney granted by Michael R. Murphy with respect
to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney is included as Exhibit
3
to this Amendment No. 7.

Item 7. Material to Be Filed as Exhibits
Exhibit 1:           List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on June 1, 2017.
Exhibit 2:           Joint Filing Agreement dated as of June 13, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3:           Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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