| 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
A10 Networks, Inc. [ ATEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value $0.00001 | 11/14/2019 | X(1) | 67,200 | A | $7.5 | 4,966,322 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | ||
| Common Stock, par value $0.00001 | 11/15/2019 | X(5) | 132,800 | A | $7.5 | 5,099,122 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | ||
| Common Stock, par value $0.00001 | 11/15/2019 | X(6) | 5,900 | A | $5 | 5,105,022 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | ||
| Common Stock, par value $0.00001 | 11/15/2019 | X(6) | 150,000 | A | $2.5 | 5,255,022 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | ||
| Common Stock, par value $0.0000 | 11/15/2019 | X(7) | 5,800 | A | $5 | 276,916 | I | By Viex Special Opportunities Fund III, LP(2) | ||
| Common Stock, par value $0.00001 | 11/15/2019 | X(7) | 210,500 | A | $2.5 | 487,416 | I | By Viex Special Opportunities Fund III, LP(2)(4)(8) | ||
| Common Stock, par value $0.00001 | 11/15/2019 | X(9) | 150,900 | A | $2.5 | 482,877 | I | By Viex Opportunities Fund, LP - Series Two(2)(4)(10) | ||
| Common Stock, par value $0.00001 | 1,658,360 | I | By Viex Opportunities Fund, LP - Series One(2)(4)(11) | |||||||
| Common Stock, par value $0.00001 | 30,120 | D(2) | ||||||||
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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 | ||||||||
| Put Option (Obligation to Buy) | $7.5 | 11/14/2019 | X(1) | 672 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 67,200 | $0.00 | 1,328 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | |||
| Put Option (Obligation to Buy) | $7.5 | 11/15/2019 | X(5) | 1,328 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 132,800 | $0.00 | 0 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | |||
| Call Option (Right to Buy) | $5 | 11/15/2019 | X(6) | 59 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 5,900 | $0.00 | 0 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | |||
| Call Option (Right to Buy) | $2.5 | 11/15/2019 | X(6) | 1,500 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 150,000 | $0.00 | 0 | I | By Viex Special Opportunities Fund II, LP(2)(3)(4) | |||
| Call Option (Right to Buy) | $2.5 | 11/15/2019 | X(7) | 2,105 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 210,500 | $0.00 | 0 | I | By Viex Special Opportunities Fund III, LP(2)(4)(8) | |||
| Call Option (Right to Buy) | $5 | 11/15/2019 | X(7) | 58 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 5,800 | $0.00 | 0 | I | By Viex Special Opportunities Fund III, LP(2)(4)(8) | |||
| Call Option (Right to Buy) | $2.5 | 11/15/2019 | X(9) | 1,509 | (12) | 11/15/2019 | Common Stock, par value $0.00001 | 150,900 | $0.00 | 0 | I | By Viex Opportunities Fund, LP - Series Two(2)(4)(10) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares of Common Stock of A10 Networks, Inc. (the "Issuer") beneficially owned directly by VSO II or options sold by VSO II. The transaction reported herein represent the exercise of 672 put option contracts on November 14, 2019 sold by VSO II, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such put options by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. |
| 2. This Form 4 is filed jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP, VIEX Opportunities Fund, LP - Series Two ("Series Two"), a series of VIEX Opportunities Fund, LP, VIEX Special Opportunities Fund II, LP ("VSO II"), Viex Special Opportunities Fund III, LP ("VSO III"), VIEX GP, LLC ("VIEX GP"), VIEX Special Opportunities GP II, LLC ("VSO GP II"), Viex Special Opportunities GP III, LLC ("VSO GP III"), VIEX Capital Advisors, LLC ("VIEX Capital"), and Eric Singer (collectively, the "Reporting Persons"). |
| 3. Securities of the Issuer beneficially owned directly by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO II. |
| 4. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 5. Shares of Common Stock of the Issuer beneficially owned directly by VSO II or options sold by VSO II. The transaction reported herein represent the exercise of 1,328 put option contracts on November 15, 2019 sold by VSO II, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such put options by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. |
| 6. Shares of Common Stock of the Issuer beneficially owned directly by VSO II or options sold by VSO II. The transactions reported herein represent the exercises on November 15, 2019 of (i) 1,500 call option contracts sold by VSO II, and (ii) 59 call option contracts sold by VSO II, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such call options by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO II. |
| 7. Shares of Common Stock of the Issuer beneficially owned directly by VSO III or options sold by VSO III. The transactions reported herein represent the exercises on November 15, 2019 of (i) 2,105 call option contracts sold by VSO III, and (ii) 58 call option contracts sold by VSO III, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such call options by VSO III. VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO III. VIEX Capital, as the investment manager of VSO III, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO III. Mr. Singer, as the managing member of each of VSO GP III and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by VSO III. |
| 8. Securities of the Issuer beneficially owned directly by VSO III. VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III. VIEX Capital, as the investment manager of VSO III, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III. Mr. Singer, as the managing member of each of VSO GP III and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VSO III. |
| 9. Shares of Common Stock of the Issuer beneficially owned directly by Series Two or options sold by Series Two. The transaction reported herein represents the exercise on November 15, 2019 of 1,509 call option contracts sold by Series Two, each contract representing 100 shares of Issuer Common Stock, by the counterparty and the acquisition of the shares underlying such call options by Series Two. VIEX GP, as the general partner of Series Two, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by Series Two. VIEX Capital, as the investment manager of Series Two, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by Series Two. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock of the Issuer beneficially owned by Series Two. |
| 10. Securities of the Issuer beneficially owned directly by Series Two. VIEX GP, as the general partner of Series Two, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two. VIEX Capital, as the investment manager of Series Two, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series Two. |
| 11. Securities of the Issuer beneficially owned directly by Series One. VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. |
| 12. These options were exercisable when exercised. |
| Remarks: |
| /s/ Eric Singer | 11/18/2019 | |
| VIEX OPPORTUNITIES FUND, LP - SERIES ONE By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner | 11/18/2019 | |
| VIEX OPPORTUNITIES FUND, LP - SERIES TWO By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner | 11/18/2019 | |
| VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner | 11/18/2019 | |
| VIEX SPECIAL OPPORTUNITIES FUND II, LP By: VIEX Special Opportunities GP II, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member | 11/18/2019 | |
| VIEX SPECIAL OPPORTUNITIES GP II, LLC Name: /s/ Eric Singer, Title: Managing Member | 11/18/2019 | |
| VIEX SPECIAL OPPORTUNITIES FUND III, LP By: VIEX Special Opportunities GP III, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member | 11/18/2019 | |
| VIEX SPECIAL OPPORTUNITIES GP III, LLC Name: /s/ Eric Singer, Title: Managing Member | 11/18/2019 | |
| VIEX CAPITAL ADVISORS, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner | 11/18/2019 | |
| ** 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. | ||