| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
A10 Networks, Inc. [ ATEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/14/2024 | S | 23,754(1) | D | $16.36 | 516,933(2) | I | See Remarks(3)(4) | ||
| Common Stock | 11/14/2024 | D | 329,566(5) | D(6) | $15.73 | 187,367(7) | I | See Remarks(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents 17,317 shares sold by Summit Partners Growth Equity Fund VIII-A, L.P., 6,327 shares sold by Summit Partners Growth Equity Fund VIII-B, L.P., 101 shares sold by Summit Investors I, LLC, and 9 shares sold by Summit Investors I (UK), L.P. |
| 2. The reported securities are held as follows: 240,261 shares in the name of Summit Partners Growth Equity Fund VIII-A, L.P.; 87,776 shares in the name of Summit Partners Growth Equity Fund VIII-B, L.P.; 1,405 shares in the name of Summit Investors I, LLC; 124 shares in the name of Summit Investors I (UK), L.P.; 187,367 shares and restricted stock units in the name of Mr. Chung, which are held for the benefit of Summit Partners, L.P. Mr. Chung holds any Common Stock and restricted stock units for the benefit of Summit Partners, L.P., which he as empowered to determine when the underlying shares will be sold and which is entitled to the proceeds of any such sales. |
| 3. Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Partners GE VIII, LLC, as the general partner of Summit Partners GE VIII, L.P., and Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has each delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee responsible for voting and investment decisions with respect to the Issuer. |
| 4. (Continued from footnote 2) Summit Partners, L.P., through a two-person Investment Committee, responsible for voting and investment decisions with respect to the Issuer, currently composed of Scott C. Collins and Peter Y. Chung, has voting and dispositive authority over the shares and restricted stock units reported herein and therefore may be deemed to beneficially own such shares and restricted stock units. Summit Partners, L.P., Mr. Collins and Mr. Chung each disclaim beneficial ownership of the shares of Common Stock and the restricted stock units, except to the extent of their respective pecuniary interest therein. |
| 5. Represents 240,261 shares sold by Summit Partners Growth Equity Fund VIII-A, L.P., 87,776 shares sold by Summit Partners Growth Equity Fund VIII-B, L.P., 1,405 shares sold by Summit Investors I, LLC, and 124 shares sold by Summit Investors I (UK), L.P |
| 6. On November 14, 2024, A10 Networks, Inc. entered into a Common Stock Repurchase Agreement (the "Agreement") with Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (collectively, "Summit"). Pursuant to the Agreement, the Company purchased an aggregate of 329,566 shares of the Company's common stock from Summit at $15.73 per share, or an aggregate purchase price of $5,184,732.31. |
| 7. The reported securities are held as follows: 187,367 shares and restricted stock units in the name of Mr. Chung, which are held for the benefit of Summit Partners, L.P. Mr. Chung holds any Common Stock and restricted stock units for the benefit of Summit Partners, L.P., which he as empowered to determine when the underlying shares will be sold and which is entitled to the proceeds of any such sales. |
| /s/ Adam H Hennessey, POA for Peter Y. Chung | 11/18/2024 | |
| ** 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. | ||
