* 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).
CUSIP No. 45672H104 Page 2 of 7
|
1. Names of Reporting Persons.
|
|
Gardner Lewis Asset Management, L.P.
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to
Items 2(d) or 2(e)
|
|
o
|
|
6. Citizenship or Place of Organization
|
|
Pennsylvania
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
|
0
|
|
|
|
8. Shared Voting Power
|
|
3,078,462
|
|
|
|
9. Sole Dispositive Power
|
|
0
|
|
|
|
10. Shared Dispositive Power
|
|
3,078,462
|
|
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,078,462
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
5.5
|
|
14. Type of Reporting Person
|
|
IA
|
CUSIP No. 45672H104 Page 3 of 7
1. Names of Reporting Persons.
|
|
Gardner Lewis Asset Management, Inc.
|
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant
to Items 2(d) or 2(e)
|
|
o
|
|
6. Citizenship or Place of Organization
|
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
|
0
|
|
|
|
8. Shared Voting Power
|
|
3,078,462
|
|
|
|
9. Sole Dispositive Power
|
|
0
|
|
|
|
10. Shared Dispositive Power
|
|
3,078,462
|
|
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,078,462
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
5.5
|
|
14. Type of Reporting Person
|
|
CO
|
CUSIP No. 45672H104 Page 4 of 7
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this “Schedule
13D”) relates to the common stock, $0.0001 par value (the “Common Stock”), of Infoblox, Inc. (the “Issuer”).
The Issuer’s principal executive offices are located at 3111 Coronado Drive, Santa Clara, CA 95054.
ITEM 2. IDENTITY AND BACKGROUND
(a)
This Schedule 13D is filed jointly on behalf of Gardner Lewis Asset Management, L.P., a Pennsylvania
limited partnership (“GLAM”), and Gardner Lewis Asset Management, Inc., a Delaware corporation, and the sole general
partner of GLAM (“GLAM GP”). W. Whitfield Gardner (“Mr. Gardner”) is the sole stockholder of GLAM GP. See
Note 1 in Item 5.
(b) The place
of organization or citizenship of each person listed in this Item 2 is as follows: GLAM (Pennsylvania),
GLAM GP (Delaware), and Mr. Gardner
(Pennsylvania). The address of the principal office or business address, as applicable, of each person listed above is 285
Wilmington West Chester Pike, Chadds Ford, PA 19317.
(c) GLAM’s
principal business is acting as an investment adviser to private funds and managed accounts. GLAM is a registered investment adviser
with the Securities and Exchange Commission. GLAM GP’s principal business is to act as the sole general partner of GLAM.
Mr. Gardner’s principal business is Chairman and CEO of GLAM.
(d) No person
listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during
the last five years.
(e) No person
listed in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws (or finding any violation with respect to such laws) as a result
of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party
during the last five years.
(f)
Each
person listed in this Item 2 is a citizen of the United States of America
.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
The funds used in purchasing shares
of Common Stock on behalf of clients of GLAM come from private funds and various client accounts advised by GLAM. See Note 1 in
Item 5.
ITEM 4. PURPOSE OF TRANSACTION
GLAM transactions are for private funds
and client accounts advised by GLAM in the normal course of business. GLAM reserves the right, from time to time, to acquire additional
shares of Common Stock for, and/or dispose of shares of Common Stock held in, the private funds and client accounts advised by
GLAM. None of the persons listed in Item 2 has any other plans or proposals related to the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER
(a) GLAM and
GLAM GP share voting and dispositive power over 3,078,462 shares of Common Stock, representing 5.5% of the Common Stock, which
is based on 55,598,046 shares of Common Stock issued and outstanding as of August 31, 2016 as reported on the Issuer’s Form
10-K filed on September 22, 2016. See Note 1 in this Item 5.
CUSIP No. 45672H104 Page 5 of 7
(b) The power
to dispose of and vote the shares of Common Stock referenced in paragraph (a) of the this Item 5 is shared among GLAM and GLAM
GP. See Note 1 in this Item 5.
(c) In
the past 60 days, GLAM, on behalf of the private funds and client accounts it advises, effected the transactions in the Issuer’s
securities set forth on Exhibit B attached hereto
.
(d)
Any
dividends on, and proceeds from the sale of, any shares of Common Stock are for the account of the private funds and client accounts
advised by GLAM that hold such shares.
(e) Not applicable.
Note 1: GLAM advises private funds and client accounts. In such capacity, GLAM has voting authority and dispositive
discretion over the securities of the Issuer described in this Schedule 13D that are owned by the private funds and client
accounts advised by GLAM. The pecuniary interest of all securities reported in this Schedule 13D is owned by the private
funds and client accounts advised by GLAM. Except for the purpose of determining beneficial ownership under Section
13(d) of the Securities Exchange Act of 1934, as amended, GLAM, GLAM GP and Mr. Gardner each disclaims beneficial ownership of
all securities reported in this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described in this Schedule
13D, none of the persons listed in Item 2 has any contracts, arrangements, understandings or other relationship with respect to
the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
Exhibit B – Item 5(c) Table
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.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: October 31, 2016 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Asset Management,
Inc.
Dated: October 31, 2016 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such
CUSIP No. 45672H104 Page 6 of 7
person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, par value $0.0001 per share, of Infoblox, Inc. and that this Agreement be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned
hereby execute the Agreement this 31
st
day of October, 2016.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: October 31, 2016 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Asset Management,
Inc.
Dated: October 31, 2016 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
CUSIP No. 45672H104 Page
7 of 7
EXHIBIT B
Item
5(c)
Table
|
Date of Purchase / Sale
|
Shares Purchased / (Sold)(#)
|
Average Purchase /
Sale Price per Share ($)
|
|
9/19
|
1,150,000
|
26.27
|
|
9/20
|
21,184
|
26.28
|
|
9/27
|
50,494
|
26.36
|
|
9/28
|
95,540
|
26.36
|
|
9/29
|
800
|
26.36
|
|
9/30
|
99,276
|
26.36
|
|
10/3
|
525,000
|
26.35
|
|
10/4
|
25,000
|
26.30
|
|
10/5
|
5,000
|
26.39
|
|
10/6
|
1,000
|
26.33
|
|
10/10
|
34,100
|
26.36
|
|
10/11
|
50,000
|
26.34
|
|
10/12
|
25,000
|
26.32
|
|
10/14
|
25,000
|
26.31
|
|
10/17
|
100,000
|
26.33
|
|
10/18
|
342,878
|
26.34
|
|
10/19
|
145,525
|
26.37
|
|
10/20
|
156,638
|
26.41
|
|
10/24
|
3,260
|
26.40
|
|
10/25
|
50,805
|
26.42
|
|
10/26
|
98,395
|
26.42
|
|
10/27
|
73,567
|
26.43
|
