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^*

Gorjanc Christine Marie

(Last)

(First)

(Middle)

3030 ORCHARD PARKWAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arlo Technologies, Inc. [ ARLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018

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	12/31/2018		A⁽¹⁾		73,686	A	⁽¹⁾	147,243⁽²⁾	D

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)
Employee Stock Options (Right to Buy)	$7.25	12/31/2018		A⁽³⁾		20,746		⁽⁴⁾	02/03/2021	Common Stock	20,746	⁽⁴⁾	20,746	D
Employee Stock Options (Right to Buy)	$6.68	12/31/2018		A⁽³⁾		11,248		⁽⁵⁾	05/16/2023	Common Stock	11,248	⁽⁵⁾	11,248	D
Employee Stock Options (Right to Buy)	$6.67	12/31/2018		A⁽³⁾		27,495		⁽⁶⁾	06/03/2024	Common Stock	27,495	⁽⁶⁾	27,495	D
Employee Stock Options (Right to Buy)	$6.42	12/31/2018		A⁽³⁾		42,492		⁽⁷⁾	06/02/2025	Common Stock	42,492	⁽⁷⁾	42,492	D
Employee Stock Options (Right to Buy)	$8.11	12/31/2018		A⁽³⁾		69,988		⁽⁸⁾	03/24/2026	Common Stock	69,988	⁽⁸⁾	69,988	D
Employee Stock Options (Right to Buy)	$8.76	12/31/2018		A⁽³⁾		69,988		⁽⁹⁾	06/01/2027	Common Stock	69,988	⁽⁹⁾	69,988	D
Employee Stock Options (Right to Buy)	$14.39	12/31/2018		A⁽³⁾		69,988		⁽¹⁰⁾	01/25/2028	Common Stock	69,988	⁽¹⁰⁾	69,988	D

Explanation of Responses:

1. In connection with the spin-off of the Issuer from NETGEAR, Inc. ("NETGEAR"), on December 31, 2018, the reporting person received restricted stock awards from the Issuer in exchange for the outstanding NETGEAR restricted stock awards held by the reporting person immediately prior to the spin-off. The reporting person received an aggregate of 73,686 restricted stock awards of the Issuer for 37,210 outstanding restricted stock awards of NETGEAR.

2. Includes 68,557 shares acquired in a pro rata distribution by NETGEAR by means of a special stock dividend of shares of the Issuer's common stock. On December 31, 2018, each NETGEAR shareholder received 1.980295 shares of the Issuer's common stock for every share of NETGEAR common stock held as of the record date of December 17, 2018, less any fractional share.

3. In connection with the spin-off of the Issuer from NETGEAR, on December 31, 2018, the reporting person received options to purchase shares of the Issuer in exchange for outstanding options to purchase shares of NETGEAR held by the reporting person immediately prior to the spin-off.

4. The reporting person received the option in exchange for an outstanding option to purchase 10,375 shares of NETGEAR common stock at an exercise price of $35.32 per share. The option is fully vested and exercisable.

5. The reporting person received the option in exchange for an outstanding option to purchase 5,625 shares of NETGEAR common stock at an exercise price of $32.54 per share. The option is fully vested and exercisable.

6. The reporting person received the option in exchange for an outstanding option to purchase 13,750 shares of NETGEAR common stock at an exercise price of $32.52 per share. The option is fully vested and exercisable.

7. The reporting person received the option in exchange for an outstanding option to purchase 21,250 shares of NETGEAR common stock at an exercise price of $31.28 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (June 2, 2015), and the remaining shares vest in 36 equal monthly installments thereafter

8. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $39.53 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (March 24, 2016), and the remaining shares vest in 36 equal monthly installments thereafter.

9. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $42.70 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (June 1, 2017), and the remaining shares vest in 36 equal monthly installments thereafter.

10. The reporting person received the option in exchange for an outstanding option to purchase 35,000 shares of NETGEAR common stock at an exercise price of $70.15 per share. The option vests as follows: 25% of the shares vest on the first anniversary of the grant date of the original NETGEAR option (January 25, 2018), and the remaining shares vest in 36 equal monthly installments thereafter.

Remarks:

	/s/ Christine M. Gorjanc	01/03/2019
	** 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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