SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HILLIARD PETER E

(Last)

(First)

(Middle)

C/O SGI

900 N. MCCARTHY BOULEVARD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2016

3. Issuer Name and Ticker or Trading Symbol
Silicon Graphics International Corp [ SGI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Administrative Of

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	15,000⁽³⁾⁽⁴⁾	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	56,250⁽³⁾⁽⁵⁾	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	24,000⁽⁶⁾	⁽⁸⁾	D
Performance-Based Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	7,313⁽³⁾⁽⁷⁾	⁽⁸⁾	D
Performance-Based Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	4,000⁽⁹⁾	⁽⁸⁾	D
Performance-Based Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	4,000⁽¹⁰⁾	⁽⁸⁾	D

Explanation of Responses:

1. Awards generally vest quarterly.

2. Restricted Stock Units have no expiration date.

3. Represents award granted previously.

4. Restricted Stock Unit Award will vest 100% upon completion of the first year of service. Vesting Commencement date November 30, 2015.

5. Restricted Stock Unit Award vests over four years, with 25% of the underlying shares vesting one year from date of hire and additional 6.25% of the underlying shares vesting quarterly thereafter, subject to continuous service through each vesting date. Vesting commencement date November 30, 2015.

6. The restricted stock unit award will vest over (3) years, vesting 1/12 of the shares quarterly. Vesting Commencement date August 10, 2016.

7. This PSU was based upon attainment by the Company of performance metrics previously established by the Compensation Committee for the fiscal year ending June 24, 2016. Attainment of such performance metrics was determined by the Compensation Committee on August 10, 2016. Vesting for this PSU is 25% one year after the initial grant date of November 30, 2015, with the remaining portion of the PSU vesting in twelve equal, successive quarterly installments over an additional three years, subject to continued service.

8. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

9. This PSU is subject to FY17 Total Stockholder Return performance metric determined by the Compensation Committee. Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting over the remaining 2 years if the performance metric is deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metric will be deemed obtained.

10. This PSU is subject to FY17 performance metrics: 50% revenue and 50% operating income as determined by the Compensation Committee. Vesting for this PSU is 33% one year after the initial grant date, with quarterly vesting remaining 2 years if the performance metrics are deemed obtained by the Compensation Committee. Upon a change in control of the Company, such performance metrics will be deemed obtained.

	/s/ Kirk O. Williams as Attorney in Fact for Peter E. Hilliard	09/06/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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