0000921895-19-001728.txt : 20190604 0000921895-19-001728.hdr.sgml : 20190604 20190604162230 ACCESSION NUMBER: 0000921895-19-001728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190604 DATE AS OF CHANGE: 20190604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A10 Networks, Inc. CENTRAL INDEX KEY: 0001580808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 201446869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88506 FILM NUMBER: 19876890 BUSINESS ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 325-8668 MAIL ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIEX Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Vertex Capital Advisors, LLC DATE OF NAME CHANGE: 20140910 SC 13D/A 1 sc13da310114025_06042019.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

A10 Networks, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

002121101

(CUSIP Number)

ERIC SINGER

VIEX CAPITAL ADVISORS, LLC

150 East 52nd Street, 3rd Floor

New York, New York 10022

 

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 4, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent. 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 002121101

  1   NAME OF REPORTING PERSON  
         
        VIEX Opportunities Fund, LP – Series One*  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,659,818  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,659,818  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,659,818  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

2

CUSIP No. 002121101

  1   NAME OF REPORTING PERSON  
         
        VIEX Opportunities Fund, LP – Series Two*  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         483,169**  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          483,169**  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        483,169**  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* This Series Two is part of a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership.

** Includes 150,900 Shares underlying call options currently exercisable as further described in Item 6.

3

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Special Opportunities Fund II, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,074,948*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,074,948*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,074,948*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 155,900 Shares underlying call options currently exercisable as further described in Item 6.

4

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Special Opportunities Fund III, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         487,654*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          487,654*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        487,654*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 216,300 Shares underlying call options currently exercisable as further described in Item 6.

5

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,142,987*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,142,987*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,142,987*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 150,900 Shares underlying call options currently exercisable as further described in Item 6.

6

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Special Opportunities GP II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,074,948*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,074,948*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,074,948*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 155,900 Shares underlying call options currently exercisable as further described in Item 6.

7

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Special Opportunities GP III, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         487,654*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          487,654*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        487,654*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 216,300 Shares underlying call options currently exercisable as further described in Item 6.

8

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Capital Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,705,589*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,705,589*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,705,589*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

* Includes 523,100 Shares underlying call options currently exercisable as further described in Item 6.

9

CUSIP No. 002121101

 

  1   NAME OF REPORTING PERSON  
         
        Eric Singer  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,705,589*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,705,589*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,705,589*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 523,100 Shares underlying call options currently exercisable as further described in Item 6.

10

CUSIP No. 002121101

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)This statement is filed by:
(i)VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
(ii)VIEX Opportunities Fund, LP – Series Two (“Series Two”), a series of VIEX Opportunities, with respect to the Shares directly and beneficially owned by it;
(iii)VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
(iv)VIEX Special Opportunities Fund III, LP (“VSO III”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
(v)VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;
(vi)VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company, as the general partner of VSO II;
(vii)Viex Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability company, as the general partner of VSO III;
(viii)VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of each of Series One, Series Two, VSO II and VSO III; and
(ix)Eric Singer, as managing member of each of VIEX GP, VSO GP II and VSO GP III, and VIEX Capital.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of the Reporting Persons is 150 East 52nd Street, 3rd Floor, New York, New York 10022.

11

CUSIP No. 002121101

(c)       The principal business of Series One, Series Two, VSO II and VSO III is investing in securities. The principal business of VIEX GP is acting as the general partner of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal business of VSO GP III is acting as the general partner of VSO III. The principal business of VIEX Capital is serving as the investment manager to Series One, Series Two, VSO II and VSO III. The principal occupation of Mr. Singer is serving as the managing member of each of VIEX GP, VSO GP II, VSO GP III and VIEX Capital.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Each of Series One, Series Two, VSO II, VSO III, VIEX GP, VSO GP II, VSO GP III and VIEX Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,659,818 Shares beneficially owned by Series One is approximately $10,599,104, including brokerage commissions.

The Shares purchased by Series Two were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 332,269 Shares beneficially owned by Series Two is approximately $2,151,393, including brokerage commissions. The aggregate purchase price of the 150,900 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by Series Two is approximately $605,109, including brokerage commissions.

The Shares purchased by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 3,074,948 Shares beneficially owned by VSO II is approximately $20,197,415, including brokerage commissions. The aggregate purchase price of the 155,900 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by VSO II is approximately $575,000, including brokerage commissions.

The Shares purchased by VSO III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 271,354 Shares beneficially owned by VSO III is approximately $1,682,368, including brokerage commissions. The aggregate purchase price of the 216,300 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by VSO III is approximately $788,445, including brokerage commissions.

12

CUSIP No. 002121101

Item 5.Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 75,634,696 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2019.

A.Series One
(a)As of the close of business on June 4, 2019, Series One beneficially owned 1,659,818 Shares.

Percentage: Approximately 2.2%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,659,818
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,659,818

 

(c)The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

B.Series Two
(a)As of the close of business on June 4, 2019, Series Two beneficially owned 483,169 Shares, including 150,900 Shares underlying call options currently exercisable.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 483,169
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 483,169

 

(c)The transactions in the Shares by Series Two during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

C.VSO II
(a)As of the close of business on June 4, 2019, VSO II beneficially owned 3,074,948 Shares, including 155,900 Shares underlying call options currently exercisable.

Percentage: Approximately 4.1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,074,948
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,074,948

 

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CUSIP No. 002121101

(c)The transactions in the Shares by VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

D.VSO III
(a)As of the close of business on June 4, 2019, VSO III beneficially owned 487,654 Shares, including 216,300 Shares underlying call options currently exercisable.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 487,654
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 487,654

 

(c)The transactions in the Shares by VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
E.VIEX GP
(a)VIEX GP, as the general partner of each of Series One and Series Two, may be deemed the beneficial owner of the (i) 1,659,818 Shares beneficially owned by Series One and (ii) 483,169 Shares, including 150,900 Shares underlying call options currently exercisable beneficially owned by Series Two.

Percentage: Approximately 2.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,142,987
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,142,987

 

(c)VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the shares on behalf of each of Series One and Series Two during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F.VSO GP II
(a)VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 3,074,948 Shares, including 155,900 Shares underlying call options currently exercisable beneficially owned by VSO II.

Percentage: Approximately 4.1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,074,948
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,074,948

 

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CUSIP No. 002121101

(c)VSO GP II has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
G.VSO GP III
(a)VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 487,654 Shares, including 216,300 shares underlying call options currently exercisable beneficially owned by VSO III.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 487,654
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 487,654

 

(c)VSO GP III has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
H.VIEX Capital
(a)VIEX Capital, as the investment manager of Series One, Series Two, VSO II and VSO III, may be deemed the beneficial owner of the (i) 1,659,818 Shares beneficially owned by Series One, (ii) 483,169 Shares, including 150,900 Shares underlying call options currently exercisable beneficially owned by Series Two, (iii) 3,074,948 Shares, including 155,900 Shares underlying call options currently exercisable beneficially owned by VSO II and (iv) 487,654 Shares, including 216,300 shares underlying call options currently exercisable beneficially owned by VSO III.

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,705,589
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,705,589
(c)VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
I.Eric Singer
(a)Mr. Singer, as the managing member of VIEX GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,659,818 Shares beneficially owned by Series One, (ii) 483,169 Shares, including 150,900 Shares underlying call options currently exercisable beneficially owned by Series Two, (iii) 3,074,948 Shares, including 155,900 Shares underlying call options currently exercisable beneficially owned by VSO II and (iv) 487,654 Shares, including 216,300 shares underlying call options currently exercisable beneficially owned by VSO III.
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CUSIP No. 002121101

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,705,589
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,705,589
(c)Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.Interest in Securities of the Issuer.

Item 6 is hereby by amended to add the following:

Series Two has purchased in over-the-counter market American-style call options referencing an aggregate of 150,900 Shares, which have an exercise price of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has purchased in over-the-counter market American-style call options referencing an aggregate of 150,000 Shares, which have an exercise price of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has purchased in over-the-counter market American-style call options referencing an aggregate of 5,900 Shares, which have an exercise price of $5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has purchased in over-the-counter market American-style call options referencing an aggregate of 5,800 Shares, which have an exercise price of $5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has sold in over-the-counter market American-style put options referencing an aggregate of 111,700 Shares, which have an exercise price of $5.00 and expire on August 16, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has sold in over-the-counter market American-style put options referencing an aggregate of 1,422,900 Shares, which have an exercise price of $7.50 and expire on August 16, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has sold in over-the-counter market American-style put options referencing an aggregate of 200,000 Shares, which have an exercise price of $7.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

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CUSIP No. 002121101

VSO III has purchased in over-the-counter market American-style call options referencing an aggregate of 210,500 Shares, which have an exercise price of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO III has purchased in over-the-counter market American-style call options referencing an aggregate of 5,800 Shares, which have an exercise price of $5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund, LP – Series Two, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities Fund III, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer, dated June 4, 2019.

 

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CUSIP No. 002121101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 4, 2019

 

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Opportunities Fund, LP – Series Two
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities Fund II, LP
   
  By: VIEX Special Opportunities GP II, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities GP II, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

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CUSIP No. 002121101

  VIEX Special Opportunities Fund III, LP
   
  By: VIEX Special Opportunities GP III, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities GP III, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC         
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

   
   
 

/s/ Eric Singer

  Eric Singer

 

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CUSIP No. 002121101

SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

VIEX opportunities fund, LP – Series one

 

Purchase of Common Stock 7,356 6.9700 04/05/2019
Purchase of Common Stock 12,156 6.9656 04/08/2019
Purchase of Common Stock 12,522 6.9317 04/08/2019
Purchase of Common Stock 7,356 6.8500 04/10/2019
Sale of Common Stock (2,973) 7.0268 04/22/2019
Sale of Common Stock (18,390) 7.0127 04/23/2019
Sale of Common Stock (10,217) 7.1082 04/24/2019
Purchase of Common Stock 604 6.2100 04/25/2019
Sale of Common Stock (1,661) 7.1870 04/25/2019

 

 

CUSIP No. 002121101

VIEX special opportunities fund ii, LP

 

Purchase of Common Stock 10,644 6.9700 04/05/2019
Purchase of Common Stock 17,589 6.9656 04/08/2019
Purchase of Common Stock 18,118 6.9317 04/08/2019
Purchase of Common Stock 10,644 6.8500 04/10/2019
Sale of Common Stock (4,301) 7.0268 04/22/2019
Sale of Common Stock (26,610) 7.0127 04/23/2019
Sale of Common Stock (14,783) 7.1082 04/24/2019
Purchase of Common Stock 875 6.2100 04/25/2019
Sale of Common Stock (2,404) 7.1870 04/25/2019
Sale of November 2019 Put Option ($7.50 Strike Price)1 (2,000) 1.0750 04/29/2019
Purchase of Common Stock 40,000 6.4316 05/08/2019
Purchase of Common Stock 25,000 6.2661 05/13/2019
Assignment of August 2019 Put Option2 7,700 7.5000 05/14/2019
Purchase of Common Stock 35,232 6.2580 05/15/2019
Purchase of Common Stock 80,000 6.4776 05/16/2019
Purchase of Common Stock 25,000 6.3652 05/17/2019
Purchase of Common Stock 59,242 6.3584 05/21/2019
Purchase of Common Stock 24,384 6.2498 05/23/2019
Purchase of Common Stock 27,994 6.1952 05/24/2019
Purchase of Common Stock 50,000 5.9500 06/03/2019
Purchase of Common Stock 110,033 5.9961 06/03/2019
Purchase of Common Stock 25,000 6.0800 06/04/2019
Purchase of Common Stock 7,802 6.0900 06/04/2019
Purchase of November 2019 Call Option ($2.50 Strike Price)3 1,500 3.7700 06/04/2019
Purchase of November 2019 Call Option ($5.00 Strike Price)3 59 1.3500 06/04/2019

 

 

CUSIP No. 002121101

VIEX Special Opportunities Fund III, LP

 

Purchase of Common Stock 4,906 6.0273 05/31/2019
Purchase of November 2019 Call Option ($2.50 Strike Price)3 1,105 3.6964 05/31/2019
Purchase of Common Stock 80,062 6.2374 05/28/2019
Purchase of Common Stock 75,000 6.1919 05/29/2019
Purchase of Common Stock 111,386 6.1734 05/30/2019
Purchase of November 2019 Call Option ($2.50 Strike Price)3 1,000 3.7000 05/30/2019
Purchase of November 2019 Call Option ($5.00 Strike Price)3 58 1.3500 05/31/2019

 

VIEX opportunities fund, LP – Series TWO

 

Purchase of Common Stock 10,000 6.1800 04/26/2019
Purchase of Common Stock 154,335 6.5806 04/26/2019
Purchase of November 2019 Call Option $(2.50 Strike Price)3 832 4.0000 04/26/2019
Purchase of Common Stock 12,176 6.3882 04/30/2019
Purchase of Common Stock 18,000 6.3473 05/01/2019
Purchase of Common Stock 3,200 6.3187 05/02/2019
Purchase of November 2019 Call Option $(2.50 Strike Price) 3 677 4.0000 05/02/2019
Purchase of Common Stock 3,788 6.4422 05/03/2019
Purchase of Common Stock 43,605 6.4283 05/06/2019
Purchase of Common Stock 50,000 6.4000 05/07/2019
Purchase of Common Stock 25,140 6.3720 05/07/2019
Purchase of Common Stock 12,025 6.1490 05/14/2019

EX-99.1 2 ex991to13da310114025_060419.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of A10 Networks, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: June 4, 2019

 

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Opportunities Fund, LP – Series Two
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities Fund II, LP
   
  By: VIEX Special Opportunities GP II, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

 

 

  VIEX Special Opportunities GP II, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities Fund III, LP
   
  By: VIEX Special Opportunities GP III, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Special Opportunities GP III, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

   
   
 

/s/ Eric Singer

  Eric Singer