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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHEN LEE
2. Issuer Name and Ticker or Trading Symbol

A10 Networks, Inc. [ ATEN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O A10 NETWORKS, INC,, 2300 ORCHARD PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2020
(Street)

SAN JOSE, CA 95131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/18/2020  S  2200000 D$6.00 (1)7670224 D  
Common Stock         3200 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) (3)$5.52 5/18/2020  S (4)    282500  3/12/2016 (4)5/31/2020 (5)Common Stock 282500 $0 0 D  

Explanation of Responses:
(1) The Issuer and Reporting Person entered into a Common Stock Repurchase and Option Exchange Agreement (the "Repurchase Agreement") for the purchase by the Issuer, and sale by the Reporting Person, of 2,200,000 shares of the Issuer's common stock in a privately-negotiated transaction for an aggregate purchase price of $13,200,000.
(2) Shares held of record by the U/A DTD 07/25/2000 Lee Chen Family Trust, for which the Reporting Person serves as a trustee.
(3) Represents fully vested stock options.
(4) Pursuant to the Repurchase Agreement, in addition to the purchase and sale of common stock referenced in footnote 1, the Reporting Person agreed to cancel such options in exchange for the payment by the Issuer to the Reporting Person of $135,600.
(5) Following Reporting Person's separation from service, the stock options expire if not exercised by May 31, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CHEN LEE
C/O A10 NETWORKS, INC,
2300 ORCHARD PARKWAY
SAN JOSE, CA 95131

X


Signatures
/s/ Lee Chen5/20/2020
**Signature of Reporting PersonDate

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