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 |
| |||||||||||||||
| 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 Arista Networks, Inc. [ ANET ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | 12/10/2020 | M(1) | 10,000 | A | $3.33 | 18,695 | D | |||
| Common Stock | 12/10/2020 | S(1) | 1,424 | D | $274.9512(2) | 17,271 | D | |||
| Common Stock | 12/10/2020 | S(1) | 4,776 | D | $275.8006(3) | 12,495 | D | |||
| Common Stock | 12/10/2020 | S(1) | 2,400 | D | $276.875(4) | 10,095 | D | |||
| Common Stock | 12/10/2020 | S(1) | 1,400 | D | $277.6429(5) | 8,695 | D | |||
| Common Stock | 12/10/2020 | S(6) | 108 | D | $275.1406(7) | 52,406 | I | By Childrens' Trust(8) | ||
| Common Stock | 12/10/2020 | S(6) | 309 | D | $276.2644(9) | 52,097 | I | By Childrens' Trust(8) | ||
| Common Stock | 12/10/2020 | S(6) | 415 | D | $277.3248(10) | 51,682 | I | By Childrens' Trust(8) | ||
| Common Stock | 12/10/2020 | S(6) | 44 | D | $277.9682(11) | 51,638 | I | By Childrens' Trust(8) | ||
| Common Stock | 12/10/2020 | S(12) | 22 | D | $275.085(13) | 22,268 | I | By Foundation(14) | ||
| Common Stock | 12/10/2020 | S(12) | 80 | D | $276.2314(15) | 22,188 | I | By Foundation(14) | ||
| Common Stock | 12/10/2020 | S(12) | 103 | D | $277.3623(16) | 22,085 | I | By Foundation(14) | ||
| Common Stock | 12/10/2020 | S(12) | 10 | D | $277.967(17) | 22,075 | I | By Foundation(14) | ||
| Common Stock | 12/14/2020 | G | 14,600 | A | $0.0 | 36,675 | I | By Foundation(14) | ||
| Common Stock | 12/11/2020 | J(18) | 83,944 | D | $0.0 | 180,000 | I | By GRAT JD(19) | ||
| Common Stock | 12/11/2020 | J(20) | 22,619 | D | $0.0 | 157,381 | I | By GRAT JD(19) | ||
| Common Stock | 12/11/2020 | J(21) | 83,944 | D | $0.0 | 180,000 | I | By GRAT KD(22) | ||
| Common Stock | 12/11/2020 | J(23) | 22,619 | D | $0.0 | 157,381 | I | By GRAT KD(22) | ||
| Common Stock | 12/11/2020 | J(24) | 213,126(24) | A | $0.0 | 272,982 | I | by Trust(25) | ||
| Common Stock | 12/11/2020 | S(26) | 108,000 | D | (26) | 164,982 | I | by Trust(25) | ||
| Common Stock | 12/14/2020 | G | 14,600 | D | $0.0 | 150,382 | I | by Trust(25) | ||
| Common Stock | 12/14/2020 | G | 8,000 | D | $0.0 | 142,382 | I | by Trust(25) | ||
| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $3.33 | 12/10/2020 | M(1) | 10,000 | (27) | 10/03/2021 | Common Stock | 10,000 | $0.0 | 20,000 | 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 4, 2020. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.32 to $275.27, 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 $275.33 to $276.30, 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 $276.34 to $277.33, 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 $277.42 to $277.89, 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 sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person for the benefit of the reporting person's children on December 9, 2019. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.83 to $275.80, 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. These shares are held in a trust for the benefit of the children of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.84 to $276.83, 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 $276.85 to $277.84, 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 $277.87 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. |
| 12. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into on December 12, 2019 by the reporting person's 501(c) Foundation, for which the reporting person and his spouse serve as co-trustee. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.83 to $275.75, 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. |
| 14. These shares are held by a 501(c) Foundation for which the reporting person and his spouse serve as co-trustee. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.84 to $276.83, 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 $276.85 to $277.84, 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 $277.87 to $278.19, 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. |
| 18. Annuity payment from GRAT JD 2018 to Trust |
| 19. Reporting person's spouse is the trustee of the Jennifer Duda Annuity Trusts. |
| 20. Annuity payment from GRAT JD 2019 to Trust |
| 21. Reporting person is the trustee of the Kenneth Duda 2018 Annuity Trust. |
| 22. Reporting person is the trustee of the Kenneth Duda Annuity Trusts. |
| 23. Annuity payment from GRAT KD 2019 to Trust |
| 24. Represents an aggregate of 213,126 shares transferred by the GRAT of the reporting person (106,563) and the GRAT of the reporting person's spouse (106,563) to the Familiy Trust |
| 25. These shares are held by a family trust for which the reporting person is co-trustee. |
| 26. The Reporting Person contributed 108,000 shares to an exchange fund in connection with the Reporting Person's subscription to such exchange fund. |
| 27. 1/4th of the 100,000 shares subject to the option vested and became exercisable on September 30, 2013 and 1/48th of the shares subject to the option vested each month thereafter. |
| By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Kenneth Duda | 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. | ||