SECURITIES AND EXCHANGE COMMISSION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DSHvli5BPG5U/lGsxdAbOxco8a2+CyoTf8y2Ew6nI3KYBFMuMGGX9BBYjl+8dnMP nUgBLDNdn7F1cpuvmWHtgw== 0000950005-08-000165.txt : 20080220 0000950005-08-000165.hdr.sgml : 20080220 20080220165454 ACCESSION NUMBER: 0000950005-08-000165 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 GROUP MEMBERS: ICP MANAGEMENT V, LLC GROUP MEMBERS: INTEGRAL CAPITAL MANAGEMENT V, LLC GROUP MEMBERS: INTEGRAL CAPITAL PARTNERS V SIDE FUND, L.P. GROUP MEMBERS: INTEGRAL CAPITAL PARTNERS V SLP SIDE FUND, LLC GROUP MEMBERS: INTEGRAL CAPITAL PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ArcSight Inc CENTRAL INDEX KEY: 0001368582 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522241535 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83836 FILM NUMBER: 08630268 BUSINESS ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 BUSINESS PHONE: 408-864-2600 MAIL ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAL CAPITAL MANAGEMENT V LLC CENTRAL INDEX KEY: 0001112500 IRS NUMBER: 943355276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502330360 MAIL ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 p20359sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No.__)*

ArcSight, Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

039666102

(CUSIP Number)

February 13, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[ ]

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed'' for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act'') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 15 Pages

Exhibit Index Contained on Page 13


CUSIP NO. 039666102	13G	Page 2 of 15 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Management V, LLC (“ICM5”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited liability company)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	-0-
		6	SHARED VOTING POWER 1,686,670 shares, which shares are directly owned by Integral Capital Partners V, L.P. (“ICP5”). ICM5 is the general partner of ICP5.
		7	SOLE DISPOSITIVE POWER	-0-
		8	SHARED DISPOSITIVE POWER 1,686,670 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,670 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 039666102	13G	Page 3 of 15 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ICP Management V, LLC (“ICP Mgmnt 5”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited liability company)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	-0-
		6	SHARED VOTING POWER 22,392 shares, which are directly owned by Integral Capital Partners V Side Fund, L.P. (“ICP5Side”) and 4,945 shares, which are directly owned by Integral Capital Partners V SLP Side Fund, LLC (“ICP5SLP”). ICP Mgmnt 5 is the general partner of ICP5Side and the Manager of ICP5SLP.
		7	SOLE DISPOSITIVE POWER	-0-
		8	SHARED DISPOSITIVE POWER 27,337 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,337 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 039666102	13G	Page 4 of 15 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Partners V, L.P. (“ICP5”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited partnership)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	-0-
		6	SHARED VOTING POWER 1,686,670 shares are directly owned by ICP5. Integral Capital Management V, LLC is the general partner of ICP5.
		7	SOLE DISPOSITIVE POWER	-0-
		8	SHARED DISPOSITIVE POWER 1,686,670 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,670 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 039666102	13G	Page 5 of 15 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Partners V Side Fund, L.P. (“ICP5Side”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited partnership)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	-0-
		6	SHARED VOTING POWER 22,392 shares are directly owned by ICP5Side. ICP Management V, LLC is the general partner of ICP5Side.
		7	SOLE DISPOSITIVE POWER	-0-
		8	SHARED DISPOSITIVE POWER 22,392 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,392 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 039666102	13G	Page 6 of 15 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Partners V SLP Side Fund, LLC (“ICP5SLP”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited liability company)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	-0-
		6	SHARED VOTING POWER 4,945 shares, which are directly owned by ICP5SLP. ICP Management V, LLC is the manager of ICP5SLP.
		7	SOLE DISPOSITIVE POWER	-0-
		8	SHARED DISPOSITIVE POWER 4,945 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,945 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 7 of 15 Pages

ITEM 1(a).

NAME OF ISSUER:

ArcSight, Inc.

ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

5 Results Way

Cupertino, CA 95014

ITEM 2(a), (b), (c).

NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE, AND CITIZENSHIP:

This statement is being filed by Integral Capital Management V, LLC, a Delaware limited liability company (“ICM5”) and ICP Management V, LLC, a Delaware limited liability company (“ICP Mgmnt 5”). The principal business address of ICM5 and ICP Mgmnt 5 is 3000 Sand Hill Road, Building 3, Suite 240, Menlo Park, California 94025.

ICM5 is the general partner of Integral Capital Partners V, L.P., a Delaware limited partnership (“ICP5”). ICP Mgmnt 5 is the general partner of Integral Capital Partners V Side Fund, L.P., a Delaware limited partnership (“ICP5Side”) and the manager of Integral Capital Partners V SLP Side Fund, LLC, a Delaware limited liability company (“ICP5SLP”). With respect to ICM5 and ICP Mgmnt 5, this statement relates only to ICM5’s and ICP Mgmnt 5’s indirect, beneficial ownership of shares of Common Stock of the Issuer (the “Shares”). The Shares have been purchased by ICP5, ICP5Side and ICP5SLP, and none of ICM5 or ICP Mgmnt 5 directly or otherwise holds any Shares. Management of the business affairs of ICM5 and ICP Mgmnt 5, including decisions respecting disposition and/or voting of the Shares, resides in a majority of the managers of ICM5 and ICP Mgmnt 5, respectively, such t hat no single manager of ICM5 or ICP Mgmnt 5 has voting and/or dispositive power of the Shares.

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

Page 8 of 15 Pages

ITEM 2(e).

CUSIP NUMBER:

039666102

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:


(a)	[ ]	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	[ ]	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act.
(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ].

ITEM 4.

OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Integral Capital Management V, LLC (“ICM5”)

(a)

Amount Beneficially Owned: 1,686,670

(b)

Percent of Class: 5.5%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 1,686,670

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 1,686,670

Page 9 of 15 Pages

ICP Management V, LLC (“ICP Mgmnt 5”)

(a)

Amount Beneficially Owned: 27,337

(b)

Percent of Class: 0.1%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 27,337

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 27,337

Integral Capital Partners V, L.P. (“ICP5”)

(a)

Amount Beneficially Owned: 1,686,670

(b)

Percent of Class: 5.5 %

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 1,686,670

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 1,686,670

Integral Capital Partners V Side Fund, L.P. (“ICP5Side”)

(a)

Amount Beneficially Owned: 22,392

(b)

Percent of Class: 0.1%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 22,392

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 22,392

Integral Capital Partners V SLP Side Fund, LLC (“ICP5SLP

(a)

Amount Beneficially Owned: 4,945

(b)

Percent of Class: 0.02%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 4,945

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 4,945

Page 10 of 15 Pages

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFCATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

Page 11 of 15 Pages

ITEM 10.

CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 15, 2008

INTEGRAL CAPITAL MANAGEMENT V, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

ICP MANAGEMENT V, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS V, L.P.

By Integral Capital Management V, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

Page 12 of 15 Pages

INTEGRAL CAPITAL PARTNERS V SIDE FUND, L.P.

By ICP Management V, LLC

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS V SLP SIDE FUND, LLC

By ICP Management V, LLC

its Manager

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

Manager

Page 13 of 15 Pages

EXHIBIT INDEX


		Found on Sequentially Numbered Page

Exhibit

Exhibit A:	Agreement of Joint Filing	14

Page 14 of 15 Pages

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Act the statement dated February 15, 2008 containing the information required by Schedule 13G, for the 1,714,007 Shares of capital stock of ArcSight, Inc. held by Integral Capital Partners V, L.P., a Delaware limited partnership, Integral Capital Partners V Side Fund, L.P., a Delaware limited partnership, and Integral Capital Partners V SLP Side Fund, LLC, a Delaware limited liability company..

Date: February 15, 2008

INTEGRAL CAPITAL MANAGEMENT V, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

ICP MANAGEMENT V, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS V, L.P.

By Integral Capital Management V, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

Page 15 of 15 Pages

INTEGRAL CAPITAL PARTNERS V SIDE FUND, L.P.

By ICP Management V, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS V SLP SIDE FUND, LLC

By ICP Management V, LLC,

its Manager

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

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