Vertex Special Opportunities Fund III Form 4 A10 Networks / Eric Singer 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^*

Singer Eric

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
A10 Networks, Inc. [ ATEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.00001	08/14/2019		X(1)		45,200	A	$7.5	3,576,422	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Common Stock, par value $0.00001	08/15/2019		X(1)		217,900	A	$7.5	3,794,322	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Common Stock, par value $0.00001								30,120	D(2)
Common Stock, par value $0.00001								1,658,360	I	By Viex Opportunities Fund, LP - Series One(2)(4)(5)
Common Stock, par value $0.00001								331,977	I	By Viex Opportunities Fund, LP - Series Two(2)(4)(6)
Common Stock, par value $0.00001								271,116	I	By Viex Special Opportunities Fund III, LP(2)(4)(7)

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
Put Option (Obligation to Buy)	$7.5	08/14/2019		X(1)			452	(8)	08/16/2019	Common Stock, par value $0.00001	45,200	$0.00	13,227	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Put Option (Obligation to Buy)	$7.5	08/15/2019		X(1)			2,179	(8)	08/16/2019	Common Stock, par value $0.00001	217,900	$0.00	11,048	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Call Option (Right to Buy)	$2.5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	150,900		1,509	I	By Viex Opportunities Fund, LP - Series Two(2)(4)(6)
Call Option (Right to Buy)	$2.5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	150,000		1,500	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Call Option (Right to Buy)	$5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	5,900		59	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Put Option (Obligation to Buy)	$5							07/30/2019	08/16/2019	Common Stock, par value $0.00001	111,700		1,117	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Put Option (Obligation to Buy)	$7.5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	200,000		2,000	I	By Viex Special Opportunities Fund II, LP(2)(3)(4)
Call Option (Right to Buy)	$2.5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	210,500		2,105	I	By Viex Special Opportunities Fund III, LP(2)(4)(7)
Call Option (Right to Buy)	$5							07/30/2019	11/15/2019	Common Stock, par value $0.00001	5,800		58	I	By Viex Special Opportunities Fund III, LP(2)(4)(7)

1. Name and Address of Reporting Person^*

Singer Eric

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Opportunities Fund, LP Series One

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Opportunities Fund, LP - Series Two

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX GP, LLC

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Special Opportunities Fund II, LP

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Special Opportunities GP II, LLC

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Special Opportunities Fund III, LP

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Special Opportunities GP III, LLC

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX Capital Advisors, LLC

(Last) (First) (Middle)

C/O A10 NETWORKS, INC.

3 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

Explanation of Responses:

1. Shares of Common Stock of A10 Networks, Inc. (the "Issuer") beneficially owned directly by VSO II or options sold by VSO II. The transactions reported herein represent the exercises of (i) 452 put option contracts on August 14, 2019 and (ii) 2,179 put option contracts on August 15, 2019 sold by VSO II, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such put options by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II.

2. This Form 4 is filed jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP, VIEX Opportunities Fund, LP - Series Two ("Series Two"), a series of VIEX Opportunities Fund, LP, VIEX Special Opportunities Fund II, LP ("VSO II"), Viex Special Opportunities Fund III, LP ("VSO III"), VIEX GP, LLC ("VIEX GP"), VIEX Special Opportunities GP II, LLC ("VSO GP II"), Viex Special Opportunities GP III, LLC ("VSO GP III"), VIEX Capital Advisors, LLC ("VIEX Capital"), and Eric Singer (collectively, the "Reporting Persons").

3. Securities of the Issuer beneficially owned directly by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II.

4. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Securities of A10 Networks, Inc. (the "Issuer") beneficially owned directly by Series One. VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One.

6. Securities of the Issuer beneficially owned directly by Series Two. VIEX GP, as the general partner of Series Two, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two. VIEX Capital, as the investment manager of Series Two, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two.

7. Securities of the Issuer beneficially owned directly by VSO III. VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III. VIEX Capital, as the investment manager of VSO III, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III. Mr. Singer, as the managing member of each of VSO GP III and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III.

8. These options are currently exercisable.

Remarks:

	/s/ Eric Singer	08/16/2019
	VIEX OPPORTUNITIES FUND, LP - SERIES ONE By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner	08/16/2019
	VIEX OPPORTUNITIES FUND, LP - SERIES TWO By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner	08/16/2019
	VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner	08/16/2019
	VIEX SPECIAL OPPORTUNITIES FUND II, LP By: VIEX Special Opportunities GP II, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member	08/16/2019
	VIEX SPECIAL OPPORTUNITIES GP II, LLC Name: /s/ Eric Singer, Title: Managing Member	08/16/2019
	VIEX SPECIAL OPPORTUNITIES FUND III, LP By: VIEX Special Opportunities GP III, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member	08/16/2019
	VIEX SPECIAL OPPORTUNITIES GP III, LLC Name: /s/ Eric Singer, Title: Managing Member	08/16/2019
	VIEX CAPITAL ADVISORS, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner	08/16/2019
	** Signature of Reporting Person	Date
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