Edgar Filing: FireEye, Inc.

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 ^*

HAQUE PROMOD

2. Issuer Name and Ticker or Trading Symbol
FireEye, Inc. [FEYE]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800,

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2013

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
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	09/25/2013		C		3,070,548	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	3,070,548	I	By Limited Partnership ⁽⁷⁾
Common Stock	09/25/2013		C		17,773,317	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	17,773,317	I	By Limited Partnership ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-2 Convertible Preferred Stock

⁽¹⁾

09/25/2013

708,645

⁽¹⁾

Common Stock

831,297

$ 0

By Limited Partnership ⁽⁷⁾

Series B Convertible Preferred Stock

⁽²⁾

09/25/2013

389,728

⁽²⁾

Common Stock

546,114

$ 0

By Limited Partnership ⁽⁷⁾

Series C Convertible Preferred Stock

⁽³⁾

09/25/2013

113,840

⁽³⁾

Common Stock

169,792

$ 0

By Limited Partnership ⁽⁷⁾

Series D Convertible Preferred Stock

⁽⁴⁾

09/25/2013

1,233,006

⁽⁴⁾

Common Stock

1,233,006

$ 0

By Limited Partnership ⁽⁷⁾

Series E Convertible Preferred Stock

⁽⁵⁾

09/25/2013

159,597

⁽⁵⁾

Common Stock

159,597

$ 0

By Limited Partnership ⁽⁷⁾

Series F Convertible Preferred Stock

⁽⁶⁾

09/25/2013

130,742

⁽⁶⁾

Common Stock

130,742

$ 0

By Limited Partnership ⁽⁷⁾

Series A-2 Convertible Preferred Stock

⁽¹⁾

09/25/2013

4,102,130

⁽¹⁾

Common Stock

4,812,127

$ 0

By Limited Partnership ⁽⁸⁾

Series B Convertible Preferred Stock

⁽²⁾

09/25/2013

2,256,017

⁽²⁾

Common Stock

3,161,289

$ 0

By Limited Partnership ⁽⁸⁾

Series C Convertible Preferred Stock

⁽³⁾

09/25/2013

658,990

⁽³⁾

Common Stock

982,884

$ 0

By Limited Partnership ⁽⁸⁾

Series D Convertible Preferred Stock

⁽⁴⁾

09/25/2013

7,137,486

⁽⁴⁾

Common Stock

7,137,486

$ 0

By Limited Partnership ⁽⁸⁾

Series E Convertible Preferred Stock

⁽⁵⁾

09/25/2013

923,856

⁽⁵⁾

Common Stock

923,856

$ 0

By Limited Partnership ⁽⁸⁾

Series F Convertible Preferred Stock

⁽⁶⁾

09/25/2013

755,675

⁽⁶⁾

Common Stock

755,675

$ 0

By Limited Partnership ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA 94301	X	X
NORWEST VENTURE PARTNERS VIII LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA 94301		X
Norwest Venture Partners IX, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA 94301		X
Crowe Jeffrey 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA 94301		X
Howard Matthew D. 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA 94301		X

Signatures

/s/ Kurt Betcher, Attorney-In-Fact		09/27/2013
^**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)	The Series A-2 Convertible Preferred Stock automatically converted into Common Stock on a 1.17308 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(2)	The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1.40127 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(3)	The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1.4915 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(4)	The Series D Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(5)	The Series E Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(6)	The Series F Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(7)	The securities shown on Line 1 of Table I and Lines 1 through 6 of Table II represent securities held of record by Norwest Venture Partners VIII, LP ("NVP VIII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
(8)	The securities shown on Line 2 of Table I and Lines 7 through 12 of Table II represent securities held of record by Norwest Venture Partners IX, LP ("NVP IX"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

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