Statement of Changes in Beneficial Ownership (4)
December 12 2019 - 6:30PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Duda Kenneth |
2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc.
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ANET
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CTO and SVP Software Eng. |
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(Last)
(First)
(Middle)
5453 GREAT AMERICA PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2019 |
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/10/2019 | | S(1) | | 200 | D | $189.78 | 62568 | I | By Childrens' Trust (2) |
| Common Stock | 12/10/2019 | | S(1) | | 32 | D | $191.06 | 62536 | I | By Childrens' Trust (2) |
| Common Stock | 12/10/2019 | | S(1) | | 444 | D | $192.8923 (3) | 62092 | I | By Childrens' Trust (2) |
| Common Stock | 12/10/2019 | | S(1) | | 200 | D | $194.04 | 61892 | I | By Childrens' Trust (2) |
| Common Stock | 12/10/2019 | | S(4) | | 800 | D | $189.9413 (5) | 315289 | I | by Trust (6) |
| Common Stock | 12/10/2019 | | S(4) | | 400 | D | $190.97 (7) | 314889 | I | by Trust (6) |
| Common Stock | 12/10/2019 | | S(4) | | 3453 | D | $192.3598 (8) | 311436 | I | by Trust (6) |
| Common Stock | 12/10/2019 | | S(4) | | 4200 | D | $192.9597 (9) | 307236 | I | by Trust (6) |
| Common Stock | 12/10/2019 | | S(4) | | 1147 | D | $194.3507 (10) | 306089 | I | by Trust (6) |
| Common Stock | | | | | | | | 3987 | D | |
| Common Stock | | | | | | | | 260053 | I | By GRAT JD (11) |
| Common Stock | | | | | | | | 260053 | I | By GRAT KD (12) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | 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 persons children on December 12, 2018. |
| (2) | These shares are held in multiple trusts 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. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.64 to $193.17 inclusive. The reporting person undertakes to provide 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 sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on March 8, 2019. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.64 to $190.53 inclusive. The reporting person undertakes to provide 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) | These shares are held by a family trust for which the reporting person is a co-trustee. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.70 to $191.405 inclusive. The reporting person undertakes to provide 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.71 to $192.695 inclusive. The reporting person undertakes to provide 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. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.715 to $193.655 inclusive. The reporting person undertakes to provide 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 $193.74 to $194.725 inclusive. The reporting person undertakes to provide 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) | Reporting person's spouse is the trustee of the Jennifer Duda Annuity Trusts. |
| (12) | Reporting person is the trustee of the Kenneth Duda Annuity Trusts. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Duda Kenneth
5453 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054 |
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| CTO and SVP Software Eng. |
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Signatures
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| By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Kenneth Duda | | 12/11/2019 |
| **Signature of Reporting Person | Date |