NIMBLE STORAGE, INC. (NYSE:NMBL) Files An 8-K Termination of a Material Definitive Agreement

Item1.02.

On April17, 2017, in connection with the Merger (as defined
below), Nimble Storage, as borrower, terminated (i)the Credit
Agreement, dated as of October1, 2013, as amended, between Nimble
Storage and Wells Fargo Bank, National Association (the Credit
Agreement) and (ii)the Security Agreement, dated as of
October1, 2013, between Nimble Storage and Wells Fargo Bank,
National Association. Nimble Storage previously filed the Credit
Agreement and the Security Agreement as exhibits to its Annual
Report on Form 10-K for the fiscal year ended January31, 2017.

The disclosure under the Introductory Note and Item3.01 are
incorporated herein by reference. The Offer and all withdrawal
rights thereunder expired at the end of the day, 12:00 midnight,
New York City time, on April13, 2017. Citibank, N.A., the
depositary for the Offer (the Depositary), has advised HPE
and Merger Sub that, as of the expiration of the Offer, an
aggregate of 75,566,796 Shares were validly tendered and not
validly withdrawn to the Offer, representing approximately 80.8%
of the Shares then outstanding. Merger Sub accepted for payment
all Shares that were validly tendered and not validly withdrawn
to the Offer, and payment of the Offer Price for such Shares will
be promptly made by the Depositary.

On April17, 2017, to the terms of the Merger Agreement and in
accordance with Section251(h) of the General Corporation Law of
the State of Delaware, Merger Sub merged with and into Nimble
Storage (the Merger) with Nimble Storage continuing as the
surviving corporation (the Surviving Corporation). Upon
completion of the Merger, Nimble Storage became a wholly owned
subsidiary of HPE.

to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding Share (other than Shares
held (i)by Nimble Storage as treasury stock or by HPE or Merger
Sub, which Shares were canceled and have ceased to exist, (ii)by
any wholly owned subsidiary of Nimble Storage or any wholly owned
subsidiary of HPE (other than Merger Sub), which Shares were
converted into such number of shares of common stock of the
Surviving Corporation so as to maintain relative ownership
percentages or (iii)by any Nimble Storage stockholders who
validly exercised appraisal rights under Delaware law with
respect to such Shares) was automatically canceled and converted
into the right to receive an amount in cash equal to the Offer
Price, without interest thereon and less any applicable
withholding taxes.

to the terms of the Merger Agreement (i)effective as of the
Effective Time, all vested and in-the-money Nimble Storage stock
options and 50% of the unvested in-the-money Nimble Storage stock
options held by Nimble Storages Chief Executive Officer were
canceled in exchange for an amount in cash equal to the Offer
Price, less the option exercise price, (ii)effective as of the
Effective Time, each other in-the-money Nimble Storage stock
option was assumed by HPE and converted into an HPE stock option,
(iii)each Nimble Storage stock option that was out-of-the money,
whether vested or unvested, was canceled and terminated without
consideration upon the Effective Time, (iv)effective as of
immediately prior to the Effective Time, each Nimble Storage
restricted stock unit held by any non-employee director of Nimble
Storage and 50% of the unvested Nimble Storage restricted stock
units held by Nimble Storages Chief Executive Officer were
converted into the right to receive an amount in cash equal to
the Offer Price, (v)effective as of the Effective Time, each
other unvested Nimble Storage restricted stock unit was assumed
by HPE and converted into an HPE restricted stock unit,
(vi)effective as of the Effective Time, each share of restricted
Nimble Storage common stock was converted into an amount of
restricted cash equal to the Offer Price payable over the same
vesting schedule as the restricted shares and (vii)effective as
of immediately prior to the Effective Time, each Nimble Storage
restricted stock unit with TSR performance metrics that was
considered earned based on actual achievement of the applicable
TSR performance metrics through three business

2

days prior to the Effective Time was converted into (A)for the
pro rata portion of the award that was earned, with such
proration determined based on the time elapsed between the
beginning of the three-year performance period through the date
on which the Effective Time occurred (or, in the case of Nimble
Storages Chief Executive Officer, 50% of the earned portion of
the award), an immediate cash payment equal to the Offer Price or
(B)for the remaining portion of the award earned, an HPE
service-based restricted stock unit.

The aggregate consideration paid by Merger Sub in the Offer and
the Merger was approximately $1.0billion, net of cash acquired
and without giving effect to HPEs related transaction fees and
expenses. HPE and Merger Sub funded the payment of the aggregate
consideration from HPEs available cash on hand.

The foregoing description of the Offer, the Merger and the Merger
Agreement and the transactions contemplated thereby is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by Nimble Storage with the SEC on
March7, 2017 and which is incorporated herein by reference.

On April17, 2017, in connection with the consummation of the
Merger, Nimble Storage (i)notified the New York Stock Exchange
(the NYSE) of the consummation of the Merger and
(ii)requested that the NYSE (a)halt trading in the Shares for
April17, 2017 and suspend trading of the Shares effective
April17, 2017 and (b)file with the SEC a Form 25 Notification of
Removal from Listing and/or Registration to delist and deregister
the Shares under Section12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act). Nimble Storage
intends to file a certification on Form 15 with the SEC
requesting the deregistration of the Shares and the suspension of
Nimble Storages reporting obligations under Sections 13 and 15(d)
of the Exchange Act.

The information set forth in the Introductory Note, Item2.01,
Item3.01 and Item5.03 of this Current Report on Form8-K are
incorporated herein by reference.

The information set forth in the Introductory Note, Item2.01,
Item3.01 and Item5.03 of this Current Report on Form8-K are
incorporated herein by reference.

In accordance with the terms of the Merger Agreement, each of
Frank Calderoni, James J. Goetz, William D. B.J. Jenkins, Jr.,
Robert W. Kelly, Jerry M. Kennelly, Varun Mehta, William J.
Schroeder and Suresh Vasudevan resigned from his respective
position as a member of Nimble Storages Board of Directors, and
any committee thereof, at the Effective Time.

At the Effective Time, each of Jeremy K. Cox, Timothy C.
Stonesifer and Rishi Varma became directors of Nimble Storage.
Biographical information with respect to Messrs. Cox, Stonesifer
and Varma is included under the heading Merger Sub of the section
entitled Schedule IInformation Relating to Parent and Merger Sub
of the Offer to Purchase, which information is incorporated
herein by reference.

Also at the Effective Time, Mr.Varma became President and
Assistant Secretary, and Mr.Stonesifer became Vice President and
Treasurer, of Nimble Storage.

to the terms of the Merger Agreement, the certificate of
incorporation and bylaws of Nimble Storage were amended and
restated in their entirety, effective as of the Effective Time.
Copies of Nimble Storages amended and restated certificate of
incorporation and amended and restated bylaws are included as
Exhibits 3.1 and 3.2 hereto, respectively, each of which is
incorporated herein by reference.

3

4

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this current report to be signed on
its behalf by the undersigned officer hereunto duly authorized.

Date: April17, 2017

5

ExhibitIndex

About NIMBLE STORAGE, INC. (NYSE:NMBL)

Nimble Storage, Inc. (Nimble Storage) engineers and delivers its customers with flash storage platform. The Company’s Predictive Flash platform consists of a Unified Flash Fabric that provides a single consolidation architecture with common data services across a portfolio of All Flash and Adaptive Flash arrays, and InfoSight predictive analytics with integrated support and service offerings. It enables information technology (IT) organizations to manage performance, capacity and cost for the applications running across the data center with InfoSight cloud-based management software. The Predictive Flash platform includes over six components, such as AF-Series All Flash arrays, CS-Series Adaptive Flash arrays, Unified Flash Fabric, InfoSight, SmartStack and Timeless Storage. Its operating system, NimbleOS, enables its end customers to achieve the performance and capacity requirements of mainstream enterprise applications.

NIMBLE STORAGE, INC. (NYSE:NMBL) Recent Trading Information

NIMBLE STORAGE, INC. (NYSE:NMBL) closed its last trading session 00.00 at 12.49 with 3,804,022 shares trading hands.