Brennan Ita M Form 4 Arista Networks / Ita M Brennan 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^*

Brennan Ita M

(Last) (First) (Middle)

5453 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA CA 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2023		M		872	A	$0.0(1)	33,903	D
Common Stock	05/22/2023		M		1,564	A	$0.0(1)	35,467	D
Common Stock	05/22/2023		M		3,636	A	$0.0(1)	39,103	D
Common Stock	05/22/2023		M		1,836	A	$0.0(1)	40,939	D
Common Stock	05/22/2023		M		971	A	$0.0(1)	41,910	D
Common Stock	05/22/2023		M		1,088	A	$0.0(1)	42,998	D
Common Stock	05/22/2023		M		970	A	$0.0(1)	43,968	D
Common Stock	05/22/2023		F(2)		5,426	D	$145.37	38,542	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit-10	$0.0(1)	05/22/2023		M			971	(3)	(3)	Common Stock	971	$0.0	2,920	D
Restricted Stock Unit-11	$0.0(1)	05/22/2023		M			1,088	(4)	(4)	Common Stock	1,088	$0.0	3,272	D
Restricted Stock Unit-5	$0.0(1)	05/22/2023		M			872	(5)	(5)	Common Stock	872	$0.0	4,376	D
Restricted Stock Unit-6	$0.0(1)	05/22/2023		M			1,564	(6)	(6)	Common Stock	1,564	$0.0	7,812	D
Restricted Stock Unit-7	$0.0(1)	05/22/2023		M			3,636	(7)	(7)	Common Stock	3,636	$0.0	25,444	D
Restricted Stock Unit-8	$0.0(1)	05/22/2023		M			1,836	(8)	(8)	Common Stock	1,836	$0.0	18,348	D
Restricted Stock Unit-9	$0.0(1)	05/22/2023		M			970	(9)	(9)	Common Stock	970	$0.0	13,589	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Arista Networks, Inc. Common Stock upon vesting.

2. Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.

3. This performance stock award was granted in the first quarter of 2021 and was earned based on attainment of certain performance conditions. The award vests 1/3 on February 22, 2022, and will continue to vest quarterly over 2 years. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

4. This performance stock award was granted in the first quarter of 2021 and was earned based on attainment of certain performance conditions. The award vests 1/3 on February 22, 2022, and will continue to vest quarterly over 2 years. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

5. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on November 20, 2020 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

6. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on November 20, 2020 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

7. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on May 20, 2021 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

8. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2022 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

9. Six and one-quarter percent (6.25%) of the restricted stock units awarded will vest on February 20, 2023 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

	By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Ita Brennan	05/24/2023
	** Signature of Reporting Person	Date
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