SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* BECHTOLSHEIM ANDREAS (Last) (First) (Middle) C/O ARISTA NETWORKS, INC. 5453 GREAT AMERICA PARKWAY (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/05/2014	3. Issuer Name and Ticker or Trading Symbol Arista Networks, Inc. [ ANET ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Development Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	312,500	I	By Family Trust(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase Common Stock(2)	12/01/2017	01/12/2024	Common Stock	20,000	$22.49	D
Option to purchase Common Stock(2)	09/30/2016	05/19/2024	Common Stock	500,000	$38	D
Series A Preferred Stock	(3)	(3)	Common Stock	12,000,000	(3)	I	By Family Trust(1)
6% Convertible Subordinated Promissory Notes	(4)	(4)	Common Stock	(4)	(4)	I	By Family Trust(1)

Explanation of Responses:

1. These shares are held by a family trust for which the reporting person is a co-trustee.

2. 1/5th of the shares subject to the option shall vest and become exercisable on the Date Exercisable set forth above and 1/60th of the shares subject to the option shall vest monthly thereafter.

3. Each share of issuer's Series A Preferred Stock will convert into one share of common stock upon the closing of the issuer's initial public offering, and has no expiration date.

4. The outstanding principal and accrued interest on the convertible subordinated promissory notes will be converted into shares of the issuer's common stock upon the closing of the issuer's initial public offering. The number of shares to be issued will be based on the issuer's initial public offering price per share.

Remarks:

*Date set forth above represents effective date of issuer's initial public offering.

	/s/ Marc Taxay, Marc Taxay as Atty-in-Fact for Andreas Bechtolsheim	06/05/2014
	** 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 5 (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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