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^*

Mosher Kevin

(Last)

(First)

(Middle)

C/O ARCSIGHT, INC.

5 RESULTS WAY

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ArcSight Inc [ ARST ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP of WW Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2010

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	10/21/2010		U⁽¹⁾		129,239⁽²⁾	D	$43.5	0	D
Common Stock	10/21/2010		M		25,000⁽³⁾	A	$4	25,000	D
Common Stock	10/21/2010		M		23,750⁽³⁾	A	$6.08	48,750	D
Common Stock	10/21/2010		M		16,241⁽⁴⁾	A	$10	64,991	D
Common Stock	10/22/2010		D⁽⁵⁾		64,991	D	$43.5	0	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)
Stock Option (Right to Buy)	$4	10/22/2010		D			25,000	⁽³⁾	05/25/2015	Common Stock	25,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$4	10/22/2010		D			41,976	⁽⁶⁾	05/25/2015	Common Stock	41,976	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$6.08	10/22/2010		D			23,750	⁽³⁾	06/04/2016	Common Stock	23,750	⁽³⁾	0	D
Stock Option (Right to Buy)	$10	10/22/2010		D			3,506	⁽⁸⁾	08/06/2017	Common Stock	3,506	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$10	10/22/2010		D			19,376	⁽⁴⁾⁽⁸⁾	08/06/2017	Common Stock	19,376	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$10	10/22/2010		D			2,118	⁽⁶⁾	08/06/2017	Common Stock	2,118	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$8.5	10/22/2010		D			34,125	⁽¹⁰⁾	06/17/2018	Common Stock	34,125	⁽¹¹⁾	0	D
Stock Option (Right to Buy)	$18	10/22/2010		D			64,050	⁽¹²⁾	06/08/2019	Common Stock	64,050	⁽¹³⁾	0	D
Stock Option (Right to Buy)	$21.63	10/22/2010		D			36,000	⁽¹⁴⁾	05/18/2020	Common Stock	36,000	⁽¹⁵⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the tender offer by Priam Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned, direct or indirect, subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), to purchase all outstanding shares of Issuer Common Stock, disclosed in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Tender Offer"), Purchaser accepted for payment of $43.50 per share all shares validly tendered on or prior to October 20, 2010.

2. Includes 68 shares issued on October 20, 2010 under the Issuer's 2007 Employee Stock Purchase Plan.

3. The option was fully vested and exercisable and all shares under this option were exercised pursuant to a conditional exercise program effective on the satisfaction of the closing conditions to the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, HP and Purchaser, dated as of September 13, 2010 (the "Merger Agreement"), and such shares were converted into the right to receive $43.50 in cash per share in connection with the Merger.

4. 16,241 shares under this option were exercised pursuant to a conditional exercise program effective on the satisfaction of the closing conditions to the Merger and such shares were converted into the right to receive $43.50 per share and the remaining shares under the option were assumed and exchanged for an option to purchase 3,183 shares of HP Common Stock at an exercise price per share of $9.85.

5. All shares issued and outstanding immediately prior to the effectiveness of the Merger and not tendered in the Tender Offer were converted into the right to receive $43.50 in cash per share.

6. The option is fully vested and exercisable.

7. Pursuant to the terms of the Merger, this option was cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option.

8. The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2008 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.

9. Pursuant to the terms of the Merger, 2,994 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 519 shares of HP Common Stock at an exercise price per share of $9.85.

10. The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2009 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.

11. Pursuant to the terms of the Merger, 20,617 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 13,716 shares of HP Common Stock at an exercise price per share of $8.38.

12. The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2010 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.

13. Pursuant to the terms of the Merger, 22,683 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 42,004 shares of HP Common Stock at an exercise price per share of $17.73.

14. The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2011 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.

15. Pursuant to the terms of the Merger, this option was assumed and exchanged for an option to purchase 36,554 shares of HP Common Stock at an exercise price per share of $21.31.

Remarks:

	/s/ Tram T. Phi as attorney-in-fact for Kevin P. Mosher	10/25/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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