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*
BECHTOLSHEIM ANDREAS

(Last) (First) (Middle)
C/O ARISTA NETWORKS, INC.
5453 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc. [ ANET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Development Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2014
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)
Code V Amount (A) or (D) Price
Common Stock 06/11/2014 06/11/2014 C 12,000,000 A $0.00 12,312,500 I By Family Trust(1)
Common Stock 06/11/2014 06/11/2014 C 350,621 A $43(2) 12,663,121 I By Family Trust(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) 06/11/2014 06/11/2014 C 12,000,000 (3) (3) Common Stock 12,000,000 $0.00 0 I By Family Trust(1)
6% Convertible Subordinated Promissory Note $43(2) 06/11/2014 06/11/2014 C 350,621 (4) (4) Common Stock 350,621 $0.00 0 I By Family Trust(1)
1. Name and Address of Reporting Person*
BECHTOLSHEIM ANDREAS

(Last) (First) (Middle)
C/O ARISTA NETWORKS, INC.
5453 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bechtolsheim Family Trust

(Last) (First) (Middle)
C/O ARISTA NETWORKS, INC.
5453 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
Explanation of Responses:
1. These shares are beneficially owned by The Bechtolsheim Family Trust for which Mr. Bechtolsheim is a trustee.
2. Represents the initial public offering price per share of the issuer's common stock.
3. Each share of the issuer's Series A Preferred Stock automatically converted into one share of common stock upon the closing of the issuer's initial public offering, and has no expiration date.
4. The outstanding principal and accrued interest on the convertible subordinated promissory notes converted into shares of the issuer's common stock at the initial public offering price upon the closing of the issuer's initial public offering.
Remarks:
/s/ Marc Taxay, Marc Taxay Atty-in-Fact for Andreas Bechtolsheim 06/11/2014
/s/ Marc Taxay, Marc Taxay Atty-in-Fact for The Bechtolsheim Family Trust 06/11/2014
** 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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