Bechtolsheim Andreas Form 4 Arista Networks / ANDREAS BECHTOLSHEIM ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BECHTOLSHEIM ANDREAS

(Last)

(First)

(Middle)

5453 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc. [ ANET ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2020		M⁽¹⁾		1,333	A	$22.49	16,097	D
Common Stock	12/10/2020		M⁽¹⁾		51,219	A	$38	67,316	D
Common Stock	12/10/2020		S⁽¹⁾		2,452	D	$274.6879⁽²⁾	64,864	D
Common Stock	12/10/2020		S⁽¹⁾		18,235	D	$275.6026⁽³⁾	46,629	D
Common Stock	12/10/2020		S⁽¹⁾		21,655	D	$276.4719⁽⁴⁾	24,974	D
Common Stock	12/10/2020		S⁽¹⁾		10,110	D	$277.418⁽⁵⁾	14,864	D
Common Stock	12/10/2020		S⁽¹⁾		100	D	$278.16	14,764	D
Common Stock	12/11/2020		M⁽¹⁾		3,667	A	$22.49	18,431	D
Common Stock	12/11/2020		M⁽¹⁾		32,754	A	$38	51,185	D
Common Stock	12/11/2020		M⁽¹⁾		10,728	A	$68.34	61,913	D
Common Stock	12/11/2020		M⁽¹⁾		10,000	A	$56.24	71,913	D
Common Stock	12/11/2020		M⁽¹⁾		13,750	A	$95.51	85,663	D
Common Stock	12/11/2020		S⁽¹⁾		3,353	D	$275.6535⁽⁶⁾	82,310	D
Common Stock	12/11/2020		S⁽¹⁾		18,614	D	$276.8655⁽⁷⁾	63,696	D
Common Stock	12/11/2020		S⁽¹⁾		26,986	D	$277.5788⁽⁸⁾	36,710	D
Common Stock	12/11/2020		S⁽¹⁾		8,315	D	$278.5166⁽⁹⁾	28,395	D
Common Stock	12/11/2020		S⁽¹⁾		8,066	D	$279.7839⁽¹⁰⁾	20,329	D
Common Stock	12/11/2020		S⁽¹⁾		5,565	D	$280.3868⁽¹¹⁾	14,764	D
Common Stock	12/10/2020		S⁽¹⁾		3,299	D	$274.7974⁽¹²⁾	12,571,931	I	by Trust⁽¹³⁾
Common Stock	12/10/2020		S⁽¹⁾		20,937	D	$275.7082⁽¹⁴⁾	12,550,994	I	by Trust⁽¹³⁾
Common Stock	12/10/2020		S⁽¹⁾		19,673	D	$276.6325⁽¹⁵⁾	12,531,321	I	by Trust⁽¹³⁾
Common Stock	12/10/2020		S⁽¹⁾		8,606	D	$277.5103⁽¹⁶⁾	12,522,715	I	by Trust⁽¹³⁾
Common Stock	12/10/2020		S⁽¹⁾		100	D	$278.16	12,522,615	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		3,500	D	$275.6899⁽¹⁷⁾	12,519,115	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		20,893	D	$276.9057⁽¹⁸⁾	12,498,222	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		26,028	D	$277.6747⁽¹⁹⁾	12,472,194	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		6,955	D	$278.6052⁽²⁰⁾	12,465,239	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		9,586	D	$279.8903⁽²¹⁾	12,455,653	I	by Trust⁽¹³⁾
Common Stock	12/11/2020		S⁽¹⁾		3,900	D	$280.4641⁽²²⁾	12,451,753	I	by Trust⁽¹³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$22.49	12/10/2020		M⁽¹⁾			1,333	⁽²³⁾	01/12/2024	Common Stock	1,333	$0.0	11,667	D
Non-Qualified Stock Option (right to buy)	$22.49	12/11/2020		M⁽¹⁾			3,667	⁽²³⁾	01/12/2024	Common Stock	3,667	$0.0	8,000	D
Non-Qualified Stock Option (right to buy)	$38	12/10/2020		M⁽¹⁾			51,219	⁽²⁴⁾	05/19/2024	Common Stock	51,219	$0.0	216,764	D
Non-Qualified Stock Option (right to buy)	$38	12/11/2020		M⁽¹⁾			32,754	⁽²⁴⁾	05/19/2024	Common Stock	32,754	$0.0	184,010	D
Non-Qualified Stock Option (right to buy)	$56.24	12/11/2020		M⁽¹⁾			10,000	⁽²⁵⁾	02/11/2026	Common Stock	10,000	$0.0	44,667	D
Non-Qualified Stock Option (right to buy)	$68.34	12/11/2020		M⁽¹⁾			10,728	⁽²⁶⁾	12/15/2024	Common Stock	10,728	$0.0	7,000	D
Non-Qualified Stock Option (right to buy)	$95.51	12/11/2020		M⁽¹⁾			13,750	⁽²⁷⁾	02/05/2027	Common Stock	13,750	$0.0	44,000	D

Explanation of Responses:

1. The exercise and/or sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on March 14, 2019.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.02 to $275.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.02 to $276.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.02 to $277.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.02 to $277.99, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.15 to $276.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.155 to $277.15, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.16 to $278.15, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.16 to $279.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.195 to $280.19, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.20 to $280.77, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.14 to $275.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. These shares are held by a family trust for which the reporting person is co-trustee.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.14 to $276.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.14 to $277.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.14 to $278.09, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.17 to $276.13, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.26 to $277.25, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.26 to $278.25, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.265 to $279.26, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.29 to $280.28, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.295 to $280.765, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

23. 1/5th of the 20,000 shares subject to the option vested and became exercisable on December 1, 2017 and 1/60th of the shares subject to the option shall vest monthly thereafter.

24. 1/5th of the 500,000 shares subject to the option vested on September 30, 2017 and 1/60th of the shares subject to the option shall vest monthly thereafter.

25. 1/60th of the 100,000 shares subject to the option vested on January 1, 2017 and 1/60th of the shares subject to the option shall continue to vest each month thereafter.

26. 1/5th of the 70,000 shares subject to the option vested on December 1, 2015 and 1/60th of the shares subject to the option shall continue to vest each month thereafter.

27. 1/5th of the 82,500 shares subject to the option vested and became exercisable on February 6, 2018 and 1/60th of the shares subject to the option shall vest each month thereafter.

	By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Andreas Bechtolsheim	12/14/2020
	** 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 Number.

Bechtolsheim Andreas Form 4Arista Networks / ANDREAS BECHTOLSHEIM ownership change