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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* SCHLEIN TED (Last) (First) (Middle) C/O ARCSIGHT, INC. 5 RESULTS WAY (Street) CUPERTINO CA 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) X Director 10% Owner Officer (give title below) Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2010		U		9,125	D	$43.5	0	D
Common Stock	10/21/2010		U		85,835	D	$43.5	0	I	See footnote(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
Stock Option (Right to Buy)	$9	10/21/2010		D			2,500	(2)	02/13/2018	Common Stock	2,500	(3)	0	D
Stock Option (Right to Buy)	$22.67	10/21/2010		D			10,375	(4)	09/23/2019	Common Stock	10,375	(3)	0	D

Explanation of Responses:

1. Beneficially owned by Ted Schlein, Trustee, Schlein Family Trust Dtd 4/20/99.

2. The option vests and becomes exercisable as to 1/36th of the shares on March 14, 2008 and vests and becomes exercisable as to 1/36th of the shares at the end of each full month thereafter. All shares that were unvested and unexercisable became immediately vested and exercisable upon the acceptance of the tender offer (the "Tender Offer") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hewlett-Packard Company and Priam Acquisition Corporation, dated as of September 13, 2010.

3. In connection with acceptance of the Tender Offer, this option was cancelled in exchange for a cash payment to the Reporting Person equal to the number of shares of common stock underlying the option multiplied by the difference between the offer price per share of $43.50 and the exercise price per share of the option.

4. The option is fully vested and exercisable.

Remarks:

Excludes 330 shares held by the Reporting Person's sister, 66 shares held by the Reporting Person's father-in-law, 1,371,399 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P., 42,337 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P., 1,207,162 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P., 34,047 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P., and 1,974,534 shares held by Daly Alpha Limited Partnership and Daly Gamma Limited Partnership. Excludes 838,415 shares held by other entities affiliated with Kleiner Perkins Caufield & Byers as to which the Reporting Person does not have voting or dispositive power. Shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. The Reporting Person disclaims beneficial ownership of any of the shares held by the aforementioned entities, except to the extent of his pecuniary interest therein.

	/s/ Tram T. Phi as attorney-in-fact for Ted Schlein	10/25/2010
	** 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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