NMBL Nimble Storage, Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)

NIMBLE STORAGE, INC.

(Name of Subject Company)

NIMBLE STORAGE, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

65440R101

(CUSIP Number of Class of Securities)

Suresh Vasudevan

Chief Executive Officer

Nimble Storage, Inc.

211 River Oaks Parkway

San Jose, California 95134

(408) 432-9600

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

With copies to:

Introduction

This Amendment No. 2 (the “ Amendment No.  2 ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the “ Schedule 14D-9 ”) originally filed with the Securities and Exchange Commission (the “ SEC ”) on March 17, 2017 by Nimble Storage, Inc., a Delaware corporation (“ Nimble Storage ”), in connection with the tender offer by Nebraska Merger Sub, Inc. (“ Merger Sub ”), a Delaware corporation and wholly owned subsidiary of Hewlett Packard Enterprise Company (“ Parent ”), a Delaware corporation, to purchase all of the issued and outstanding shares of Nimble Storage common stock, par value $0.001 per share (each, a “ Share ”) at a purchase price of $12.50 per Share, net to the seller in cash, without interest thereon, and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 6, 2017, by and among Nimble Storage, Parent and Merger Sub and the Offer to Purchase, dated March 17, 2017 (as may be amended or supplemented from time to time, the “ Offer to Purchase ”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “ Letter of Transmittal ,” which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “ Offer ”). The Offer is described in a Tender Offer Statement on Schedule TO, filed by Merger Sub with the SEC on March 17, 2017. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated therein by reference.

Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9. This Amendment No. 2 is being filed to reflect certain updates as reflected below.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting at the end of the subsection titled “Certain Litigation” the disclosure set forth below:

“On March 24, 2017, David Ettel, a purported stockholder of Nimble Storage, filed a putative securities class action complaint in the United States District Court for the Northern District of California against Nimble Storage and the individual members of the Board, captioned Ettel v. Nimble Storage Inc., et. al. , Case No. 5:17-cv-01599 (the “ Ettel Complaint ”). The Ettel Complaint asserts that Nimble Storage and certain of its directors violated sections 14(e), 14(d)(4), and 20(a) of the Exchange Act by making untrue statements of material fact and omitting certain material facts related to the Transactions in this Schedule 14D-9. The Ettel Complaint alleges that the Schedule 14D-9 fails to disclose certain information concerning the financial projections and financial analyses by Nimble Storage’s financial advisor in support of its fairness opinion, a potential conflict of interest of Nimble Storage’s financial advisor and that, among other things, the Offer Price appears to inadequately compensate Nimble Storage shareholders and certain deal protection provisions contained in the Merger Agreement have the effect of deterring the submission of superior offers. The Ettel Complaint seeks, among other things, (i) to enjoin the Offer and the Transactions unless and until the requested information is provided, (ii) money damages, and (iii) an award of attorneys’ fees and experts’ fees.

The foregoing description is qualified in its entirety by reference to the Ettel Complaint, which is attached as Exhibit (a)(5)(K) to this Amendment No. 2.”

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

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SIGNATURE

After due 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.

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