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

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Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Discovery Equity Partners 3,680,887 3,680,887 3,680,887 7.0%
Discovery Group I 3,680,887 3,680,887 3,680,887 7.0%

Page 1 of 7 – SEC Filing

UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE
ACT OF 1934

(Amendment No. 5)*

 

Aerohive Networks, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

007786106

(CUSIP Number)

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 19, 2017

(Date of Event which Requires Filing of this
Statement)

If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.

*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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Page 2 of 7 – SEC Filing

CUSIP No. 007786106
1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
3,680,887
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
3,680,887
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,680,887
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person (See Instructions)
PN

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Page 3 of 7 – SEC Filing

CUSIP No. 007786106
1. Names of Reporting Persons.
Discovery Group I, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
3,680,887
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
3,680,887
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,680,887
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person (See Instructions)
IA

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Page 4 of 7 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Aerohive Networks, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 1011 McCarthy Boulevard, Milpitas, California 95035. This Amendment No. 5 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on June 19, 2015, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on July 7, 2015, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 7, 2015, as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on May 18, 2016, and as amended by Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on May 11, 2017 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 5, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 5.
Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its entirety
as follows:

The total purchase price for the 3,680,887 shares of Common Stock
beneficially owned by the Reporting Persons as of May 19, 2017 was approximately $23,257,214. The source of such funds was the
assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary
course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the
legal owner of all of the Common Stock beneficially owned by Discovery Group.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its entirety
as follows:

The information concerning percentages of ownership set forth below
is based on 52,840,074 shares of Common Stock outstanding as of April 28, 2017, as reported in the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2017.

Discovery Equity Partners beneficially owns 3,680,887 shares of
Common Stock as of May 19, 2017, which represents 7.0% of the outstanding Common Stock.

Discovery Group beneficially owns 3,680,887 shares of Common Stock
as of May 19, 2017, which represents 7.0% of the outstanding Common Stock.

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.

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Page 5 of 7 – SEC Filing

The transactions in Common Stock effected by the Reporting Persons
since those reported in the Schedule 13D filed by the Reporting Persons on May 11, 2017 are set out in Exhibit 1 hereto.

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. 5 included as Exhibit 2 to this Amendment No. 5, 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. 5.

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 May 11, 2017.
Exhibit 2:               Joint Filing Agreement dated as of May 22, 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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Page 6 of 7 – SEC Filing

Signature

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.

May 22, 2017
Date
DISCOVERY EQUITY PARTNERS, L.P.
By: Michael R. Murphy*
Signature
Michael R. Murphy, Manager
Name/Title
DISCOVERY GROUP I, LLC
By: Michael R. Murphy*
Signature
Michael R. Murphy, Manager
Name/Title
*By: /s/ Mark Buckley
Mark Buckley
Attorney-in-Fact for Michael R. Murphy

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Page 7 of 7 – SEC Filing

Exhibit Index

 

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 May 11, 2017.
Exhibit 2 Joint Filing Agreement dated as of May 22, 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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