FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CLARKE JEFF 		2. Issuer Name and Ticker or Trading Symbol

RED HAT INC [ RHT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O RED HAT, INC., 100 EAST DAVIE STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2016
(Street)

RALEIGH, NC 27601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   8/11/2016     M    29256   (1) A $0.00   35915   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Unit   $0.00   8/11/2016     M         866      (2)   (2) Common Stock   866   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         813      (3)   (3) Common Stock   813   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         5393      (4)   (4) Common Stock   5393   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         988      (5)   (5) Common Stock   988   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         786      (6)   (6) Common Stock   786   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         920      (7)   (7) Common Stock   920   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         652      (8)   (8) Common Stock   652   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         5542      (9)   (9) Common Stock   5542   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         686      (10)   (10) Common Stock   686   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         515      (11)   (11) Common Stock   515   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         470      (12)   (12) Common Stock   470   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         468      (13)   (13) Common Stock   468   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         4066      (14)   (14) Common Stock   4066   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         551      (15)   (15) Common Stock   551   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         404      (16)   (16) Common Stock   404   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         442      (17)   (17) Common Stock   442   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         374      (18)   (18) Common Stock   374   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         382      (19)   (19) Common Stock   382   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         446      (20)   (20) Common Stock   446   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         395      (21)   (21) Common Stock   395   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         393      (22)   (22) Common Stock   393   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         416      (23)   (23) Common Stock   416   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         531      (24)   (24) Common Stock   531   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         431      (25)   (25) Common Stock   431   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         506      (26)   (26) Common Stock   506   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         418      (27)   (27) Common Stock   418   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         397      (28)   (28) Common Stock   397   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         365      (29)   (29) Common Stock   365   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         322      (30)   (30) Common Stock   322   $0.00   0   D    
Deferred Stock Unit   $0.00   8/11/2016     M         318      (31)   (31) Common Stock   318   $0.00   0   D    

Explanation of Responses:
( 1)  These shares were acquired on a one-for-one basis pursuant to DSU distributions triggered by the Reporting Person's end of service on the Board of Directors of Red Hat, Inc. effective August 11, 2016.
( 2)  This DSU was granted on February 17, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 3)  This DSU was granted on May 15, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 4)  This DSU was granted on July 16, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
( 5)  This DSU was granted on August 17, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 6)  This DSU was granted on November 16, 2009 pursuant to Red Hat's 2008 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 7)  This DSU was granted on February 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 8)  This DSU was granted on May 17, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 9)  This DSU was granted on July 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
( 10)  This DSU was granted on August 16, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 11)  This DSU was granted on November 15, 2010 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 12)  This DSU was granted on February 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 13)  This DSU was granted on May 16, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 14)  This DSU was granted on July 18, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and was fully vested on the first anniversary of the date of the grant. The DSU settled in shares of common stock upon termination of the Reporting Person's Board of Director service.
( 15)  This DSU was granted on August 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 16)  This DSU was granted on November 15, 2011 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 17)  This DSU was granted on February 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 18)  This DSU was granted on May 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 19)  This DSU was granted on August 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 20)  This DSU was granted on November 15, 2012 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 21)  This DSU was granted on February 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 22)  This DSU was granted on May 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 23)  This DSU was granted on August 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 24)  This DSU was granted on November 15, 2013 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 25)  This DSU was granted on February 18, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 26)  This DSU was granted on May 15, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 27)  This DSU was granted on August 15, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 28)  This DSU was granted on November 17, 2014 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 29)  This DSU was granted on February 17, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 30)  This DSU was granted on May 15, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.
( 31)  This DSU was granted on August 17, 2015 pursuant to Red Hat's 2010 Non-Employee Director Compensation Plan, in lieu of cash compensation, and was fully vested as of the date of the grant. The DSU settled in shares of Red Hat's common stock on a one-for-one basis upon termination of the Reporting Person's Board of Director service.

Remarks:
Form 1 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CLARKE JEFF
C/O RED HAT, INC.
100 EAST DAVIE STREET
RALEIGH, NC 27601 		X



Signatures
/s/ Stephanie Trunk, Atty in Fact UPOA 8/15/2016
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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