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^*

INSTITUTIONAL VENTURE PARTNERS X LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/20/2008		C		772,999	A	⁽¹⁾	1,182,565	I	By Institutional Venture Partners X, L.P.⁽²⁾
Common Stock	02/20/2008		C		1,231,382	A	⁽³⁾	2,413,947	I	By Institutional Venture Partners X, L.P.⁽²⁾
Common Stock	02/20/2008		C		170,680	A	⁽¹⁾	261,113	I	By Institutional Venture Partners X GmbH & Co. Beteiligungs KG⁽⁴⁾
Common Stock	02/20/2008		C		271,892	A	⁽³⁾	533,005	I	By Institutional Venture Partners X GmbH & Co. Beteiligungs KG⁽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)
Series A Preferred Stock	⁽¹⁾	02/20/2008		C			614,349	⁽¹⁾	⁽¹⁾	Common Stock	772,999	$0.00	0	I	By Institutional Venture Partners X, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	02/20/2008		C			135,650	⁽¹⁾	⁽¹⁾	Common Stock	170,680	$0.00	0	I	By Institutional Venture Partners X GmbH & Co. Beteiligungs KG⁽⁴⁾
Series B Preferred Stock	⁽³⁾	02/20/2008		C			1,231,382	⁽³⁾	⁽³⁾	Common Stock	1,231,382	$0.00	0	I	By Institutional Venture Partners X, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	02/20/2008		C			271,892	⁽³⁾	⁽³⁾	Common Stock	271,892	$0.00	0	I	By Institutional Venture Partners X GmbH & Co. Beteiligungs KG⁽⁴⁾

1. Name and Address of Reporting Person^*

INSTITUTIONAL VENTURE PARTNERS X LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Institutional Venture Partners X GmbH & Co. Beteiligungs KG

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Institutional Venture Management X, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DENNIS REID W

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ELMORE MARY JANE

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of the Issuer's Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1.25824093282596 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The shares are owned by Institutional Venture Partners X, L.P. ("IVP X "), which is under common control with Institutional Venture Partners X GmbH & Co. Beteiligungs KG ("IVP X KG"). Institutional Venture Management X, LLC ("IVM X") serves as the sole General Partner of IVP X. Todd C. Chaffee ("Chaffee"), Reid W. Dennis ("Dennis"), Mary Jane Elmore ("Elmore"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick") and Dennis B. Phelps ("Phelps") are the Managing Directors of IVM X and share voting and dispositive power over the shares held by IVP X. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

3. Each share of the Issuer's Series B Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. These shares are held by IVP X KG, which is under common control with IVP X. IVM X is the Managing Limited Partner of IVP X KG. Chaffee, Dennis, Elmore, Fogelsong, Harrick and Phelps are the Managing Directors of IVM X and share voting and dispositive power over the shares held by IVP X KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

Remarks:

	/s/ Stephen J. Harrick, Managing Director	02/20/2008
	/s/ Stephen J. Harrick, Managing Director	02/20/2008
	/s/ Stephen J. Harrick, Managing Director	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Reid W. Dennis	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Mary Jane Elmore	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick	02/20/2008
	/s/ Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps	02/20/2008
	** 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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