SEC FORM 4

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^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

SEQUOIA CAPITAL

3000 SAND HILL ROAD, BLDG 4, #250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARUBA NETWORKS, INC. [ ARUN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2011		A		4,943⁽¹⁾	A	$0	4,943	D
Common Stock								969,295	I	By Partnership⁽²⁾
Common Stock								42,705	I	By Partnership⁽³⁾
Common Stock								250,362	I	By Trust⁽⁴⁾
Common Stock								250,363	I	By Trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$19.26	12/15/2011		A		13,445		⁽⁵⁾	12/14/2018	Common Stock	13,445	$0	13,445	D

Explanation of Responses:

1. Restricted Stock Units vest in full one year from date of grant pursuant to, and subject to the terms and conditions set forth in, the Outside Director Compensation Policy. Each restricted stock unit represents one full share.

2. Shares held directly by Sequoia Capital US Growth Fund IV ("SC Growth Fund IV"). The Reporting Person is a Managing Director of SCGF GenPar Ltd. ("SCGF GenPar"). SCGF GenPar is the general partner of SCGF IV Management LP, which is the general partner of SC Growth Fund IV. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares owned by SC Growth Fund IV. Mr. Leone disclaims beneficial ownership of the securities held by SC Growth Fund IV except to the extent of his pecuniary interest therein.

3. Shares held directly by Sequoia Capital USGF Principals Fund IV ("SC USGF Principals Fund IV"). The Reporting Person is a Managing Director of SCGF GenPar. SCGF GenPar is the general partner of SCGF IV Management LP, which is the general partner of SC USGF Principals Fund IV. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares owned by SC USGF Principals Fund IV. Mr. Leone disclaims beneficial ownership of the securities held by SC USGF Principals Fund IV except to the extent of his pecuniary interest therein.

4. Mr. Leone disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Granted pursuant to, and subject to the terms and conditions set forth in, the Outside Director Compensation Policy. 1/48 of the shares subject to the option will vest monthly, such that 100% of the shares subject to the option will be fully vested and exercisable on December, 15, 2015.

	By: Jeannette Bjoernsen Attorney-in-Fact For: Douglas Leone	12/19/2011
	** 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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