Arlo (ARLO) Form 4 Arlo / MATTHEW BLAKE MCRAE 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^*

MCRAE MATTHEW BLAKE

(Last) (First) (Middle)

2200 FARADAY AVENUE, SUITE 150

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arlo Technologies, Inc. [ ARLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2023

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	01/27/2023		A		437,500	A	$0.00	2,161,539	D
Common Stock	01/27/2023		A(1)		81,950	A	$0.00	2,243,489	D
Common Stock	01/28/2023		F(2)		7,085	D	$3.72	2,236,404	D
Common Stock	01/28/2023		M		18,940	A	(3)	2,255,344	D
Common Stock	01/28/2023		F(2)		6,474	D	$3.72	2,248,870	D
Common Stock	01/28/2023		F(4)		15,942	D	$3.72	2,232,928	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
Performance Restricted Stock Units (PSUs)	(5)	01/27/2023		A	V	437,500		(5)	(5)	Common Stock	437,500	$0.00	437,500	D
Performance Stock Units (PSUs)	(3)	01/28/2023		M			18,940	(3)	07/28/2025	Common Stock	18,940	$0.00	643,960(6)	D

Explanation of Responses:

1. On January 28, 2022, the Reporting Person was granted a performance-based RSU, which was voluntarily reported on a Form 4 filed February 1, 2022. On January 27, 2023, the Board approved the achievement of the performance criteria, resulting in the grant of an RSU which vests in four equal annual installments.

2. Shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of the PSUs.

3. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest upon the Issuer's common stock achieving both a time-based vesting condition and a stock price performance-based vesting condition, both of which conditions must be satisfied before any PSU vests.

4. Shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of RSUs.

5. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs will vest based upon the achievement of certain milestones relating to the number of the Issuer's cumulative paid subscribers.

6. Represents the maximum number of shares remaining that may be issued pursuant to the PSUs.

Remarks:

	/s/ Brian M. Busse, Attorney-in-Fact	01/31/2023
	** 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).
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