Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Duda Kenneth |
2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc.
[
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)
5/20/2020 |
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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 | 5/20/2020 | | M | | 625 | A | $0.0 (1) | 5919 | D | |
| Common Stock | 5/20/2020 | | M | | 1000 | A | $0.0 (1) | 6919 | D | |
| Common Stock | 5/20/2020 | | M | | 375 | A | $0.0 (1) | 7294 | D | |
| Common Stock | 5/20/2020 | | F(2) | | 992 | D | $224.7 | 6302 | D | |
| Common Stock | | | | | | | | 57764 | I | By Childrens' Trust (3) |
| Common Stock | | | | | | | | 1930 | I | By Foundation (4) |
| Common Stock | | | | | | | | 213944 | I | By GRAT JD (5) |
| Common Stock | | | | | | | | 213944 | I | By GRAT KD (6) |
| Common Stock | | | | | | | | 320071 | I | by Trust (7) |
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 |
| Restricted Stock Unit-1 | $0.0 (1) | 5/20/2020 | | M | | | 625 | (8) | (8) | Common Stock | 625 | $0.0 | 1250 | D | |
| Restricted Stock Unit-2 | $0.0 (1) | 5/20/2020 | | M | | | 1000 | (9) | (9) | Common Stock | 1000 | $0.0 | 10000 | D | |
| Restricted Stock Unit-3 | $0.0 (1) | 5/20/2020 | | M | | | 375 | (10) | (10) | Common Stock | 375 | $0.0 | 4125 | 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) | 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. |
| (4) | These shares are held by a 501(c) Foundation for which the reporting person and his spouse serve as co-trustee. |
| (5) | Reporting person's spouse is the trustee of the Jennifer Duda Annuity Trusts. |
| (6) | Reporting person is the trustee of the Kenneth Duda Annuity Trusts. |
| (7) | These shares are held by a family trust for which the reporting person is a co-trustee. |
| (8) | Six and one-quarter percent (6.25%) of the 10,000 restricted stock units awarded vested on February 20, 2017 and will continue to vest at a rate of six and one-quarter percent (6.25%) 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 or November 20 of each year. |
| (9) | Five percent (5%) of the 20,000 restricted stock units awarded vested on February 20, 2018 and five percent (5%) of the award will continue to vest 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, or November 20 of each year. |
| (10) | Six and one-quarter percent (6.25%) of the 6,000 restricted stock units awarded vested on May 20, 2019 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, or November 20 of each year. |
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 | | 5/22/2020 |
| **Signature of Reporting Person | Date |
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