| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ArcSight Inc [ ARST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/25/2009 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/23/2009 | J(1) | 20,910(2) | A | $0.00 | 3,628,851(3) | I | See Footnote 3 | ||
| Common Stock | 06/24/2009 | M | 5,000 | A | $9 | 3,633,851(4) | I | See Footnote 4 | ||
| Common Stock | 06/24/2009 | M | 6,916 | A | $8.3 | 3,640,767(5) | I | See Footnote 5 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 06/24/2009 | M | 5,000 | (6) | 02/13/2018 | Common Stock | 5,000 | $0.00 | 6,250 | D | ||||
| Stock Option (Right to Buy) | $8.3 | 06/24/2009 | M | 6,916 | (7) | 09/24/2018 | Common Stock | 6,916 | $0.00 | 3,459 | D | ||||
| Explanation of Responses: |
| 1. KPCB Holdings, Inc. ("KPCB Holdings"), as nominee for the account of entities affiliated with Kleiner Perkins Caufield & Byers ("KPCB") and others, made a pro rata distribution for no consideration of an aggregate of 1,175,056 shares of common stock of the issuer to its partners on June 23, 2009. |
| 2. Represents 20,514 shares distributed to the Schlein Family Trust Dtd 4/20/99; 330 shares distributed to the reporting person's sister; and 66 shares to the reporting person's father-in-law, in a pro rata distribution by KPCB Holdings. |
| 3. 88,527 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by the reporting person's sister; and 66 shares held by the reporting person's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes 1,397,355 shares held by other entities affiliated with KPCB as to which the reporting person does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. The reporting person disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| 4. 5,000 shares held by the reporting person; 88,527 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by the reporting person's sister; and 66 shares held by the reporting person's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes 1,397,355 shares held by other entities affiliated with KPCB as to which the reporting person does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. The reporting person disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| 5. 11,916 shares held by the reporting person; 88,527 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by the reporting person's sister; and 66 shares held by the reporting person's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes 1,397,355 shares held by other entities affiliated with KPCB as to which the reporting person does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. The reporting person disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| 6. The option vested and became 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; provided that such vesting is subject to acceleration upon a corporate transaction. |
| 7. The option vested and became exercisable as to 1/12th of the shares on October 25, 2008 and vests and becomes exercisable as to 1/12th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon a corporate transaction. |
| Remarks: |
| Amends and restates in its entirety the Amendment to Form 4 filed June 26, 2009 to amend the amounts provided in columns 4 and 5 of Table I and footnotes 3, 4 and 5. |
| /s/ Tram T. Phi as attorney-in-fact for Ted Schlein | 07/02/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||