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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Arlo Technologies, Inc. [ ARLO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
| 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 | 12/31/2018 | A(1) | 73,686 | A | (1) | 147,243(2) | D | |||
| 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 | ||||||||
| Employee Stock Options (Right to Buy) | $7.25 | 12/31/2018 | A(3) | 20,746 | (4) | 02/03/2021 | Common Stock | 20,746 | (4) | 20,746 | D | ||||
| Employee Stock Options (Right to Buy) | $6.68 | 12/31/2018 | A(3) | 11,248 | (5) | 05/16/2023 | Common Stock | 11,248 | (5) | 11,248 | D | ||||
| Employee Stock Options (Right to Buy) | $6.67 | 12/31/2018 | A(3) | 27,495 | (6) | 06/03/2024 | Common Stock | 27,495 | (6) | 27,495 | D | ||||
| Employee Stock Options (Right to Buy) | $6.42 | 12/31/2018 | A(3) | 42,492 | (7) | 06/02/2025 | Common Stock | 42,492 | (7) | 42,492 | D | ||||
| Employee Stock Options (Right to Buy) | $8.11 | 12/31/2018 | A(3) | 69,988 | (8) | 03/24/2026 | Common Stock | 69,988 | (8) | 69,988 | D | ||||
| Employee Stock Options (Right to Buy) | $8.76 | 12/31/2018 | A(3) | 69,988 | (9) | 06/01/2027 | Common Stock | 69,988 | (9) | 69,988 | D | ||||
| Employee Stock Options (Right to Buy) | $14.39 | 12/31/2018 | A(3) | 69,988 | (10) | 01/25/2028 | Common Stock | 69,988 | (10) | 69,988 | D | ||||
| Explanation of Responses: |
| 1. In connection with the spin-off of the Issuer from NETGEAR, Inc. ("NETGEAR"), on December 31, 2018, the reporting person received restricted stock awards from the Issuer in exchange for the outstanding NETGEAR restricted stock awards held by the reporting person immediately prior to the spin-off. The reporting person received an aggregate of 73,686 restricted stock awards of the Issuer for 37,210 outstanding restricted stock awards of NETGEAR. |
| 2. Includes 68,557 shares acquired in a pro rata distribution by NETGEAR by means of a special stock dividend of shares of the Issuer's common stock. On December 31, 2018, each NETGEAR shareholder received 1.980295 shares of the Issuer's common stock for every share of NETGEAR common stock held as of the record date of December 17, 2018, less any fractional share. |
| 3. In connection with the spin-off of the Issuer from NETGEAR, on December 31, 2018, the reporting person received options to purchase shares of the Issuer in exchange for outstanding options to purchase shares of NETGEAR held by the reporting person immediately prior to the spin-off. |
| 4. The reporting person received the option in exchange for an outstanding option to purchase 10,375 shares of NETGEAR common stock at an exercise price of $35.32 per share. The option is fully vested and exercisable. |
| 5. The reporting person received the option in exchange for an outstanding option to purchase 5,625 shares of NETGEAR common stock at an exercise price of $32.54 per share. The option is fully vested and exercisable. |
| 6. The reporting person received the option in exchange for an outstanding option to purchase 13,750 shares of NETGEAR common stock at an exercise price of $32.52 per share. The option is fully vested and exercisable. |
| 7. The reporting person received the option in exchange for an outstanding option to purchase 21,250 shares of NETGEAR common stock at an exercise price of $31.28 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (June 2, 2015), and the remaining shares vest in 36 equal monthly installments thereafter |
| 8. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $39.53 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (March 24, 2016), and the remaining shares vest in 36 equal monthly installments thereafter. |
| 9. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $42.70 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (June 1, 2017), and the remaining shares vest in 36 equal monthly installments thereafter. |
| 10. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $70.15 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (January 25, 2018), and the remaining shares vest in 36 equal monthly installments thereafter. |
| Remarks: |
| /s/ Christine M. Gorjanc | 01/03/2019 | |
| ** 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. | ||