Sec Form 4 Filing - Singer Eric @ A10 Networks, Inc. - 2019-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Singer Eric
2. Issuer Name and Ticker or Trading Symbol
A10 Networks, Inc. [ ATEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O A10 NETWORKS, INC., 3 WEST PLUMERIA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2019
(Street)
SAN JOSE, CA95134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/14/2019 X( 1 ) 45,200 A $ 7.5 3,576,422 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.00001 08/15/2019 X( 1 ) 217,900 A $ 7.5 3,794,322 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.00001 30,120 D ( 2 )
Common Stock, par value $0.00001 1,658,360 I By Viex Opportunities Fund, LP - Series One ( 2 ) ( 4 ) ( 5 )
Common Stock, par value $0.00001 331,977 I By Viex Opportunities Fund, LP - Series Two ( 2 ) ( 4 ) ( 6 )
Common Stock, par value $0.00001 271,116 I By Viex Special Opportunities Fund III, LP ( 2 ) ( 4 ) ( 7 )
Table II - Derivative Securities Acquir ed, 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 08/14/2019 X( 1 ) 452 ( 8 ) 08/16/2019 Common Stock, par value $0.00001 45,200 $ 0 13,227 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Put Option (Obligation to Buy) $ 7.5 08/15/2019 X( 1 ) 2,179 ( 8 ) 08/16/2019 Common Stock, par value $0.00001 217,900 $ 0 11,048 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Call Option (Right to Buy) $ 2.5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 150,900 1,509 I By Viex Opportunities Fund, LP - Series Two ( 2 ) ( 4 ) ( 6 )
Call Option (Right to Buy) $ 2.5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 150,000 1,500 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Call Option (Right to Buy) $ 5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 5,900 59 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Put Option (Obligation to Buy) $ 5 07/30/2019 08/16/2019 Common Stock, par value $0.00001 111,700 1,117 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Put Option (Obligation to Buy) $ 7.5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 200,000 2,000 I By Viex Special Opportunities Fund II, LP ( 2 ) ( 3 ) ( 4 )
Call Option (Right to Buy) $ 2.5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 210,500 2,105 I By Viex Special Opportunities Fund III, LP ( 2 ) ( 4 ) ( 7 )
Call Option (Right to Buy) $ 5 07/30/2019 11/15/2019 Common Stock, par value $0.00001 5,800 58 I By Viex Special Opportunities Fund III, LP ( 2 ) ( 4 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singer Eric
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Opportunities Fund, LP Series One
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Opportunities Fund, LP - Series Two
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX GP, LLC
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Special Opportunities Fund II, LP
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Special Opportunities GP II, LLC
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Special Opportunities Fund III, LP
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Special Opportunities GP III, LLC
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
VIEX Capital Advisors, LLC
C/O A10 NETWORKS, INC.
3 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
Signatures
/s/ Eric Singer 08/16/2019
Signature of Reporting Person Date
VIEX OPPORTUNITIES FUND, LP - SERIES ONE By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner 08/16/2019
Signature of Reporting Person Date
VIEX OPPORTUNITIES FUND, LP - SERIES TWO By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner 08/16/2019
Signature of Reporting Person Date
VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner 08/16/2019
Signature of Reporting Person Date
VIEX SPECIAL OPPORTUNITIES FUND II, LP By: VIEX Special Opportunities GP II, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member 08/16/2019
Signature of Reporting Person Date
VIEX SPECIAL OPPORTUNITIES GP II, LLC Name: /s/ Eric Singer, Title: Managing Member 08/16/2019
Signature of Reporting Person Date
VIEX SPECIAL OPPORTUNITIES FUND III, LP By: VIEX Special Opportunities GP III, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member 08/16/2019
Signature of Reporting Person Date
VIEX SPECIAL OPPORTUNITIES GP III, LLC Name: /s/ Eric Singer, Title: Managing Member 08/16/2019
Signature of Reporting Person Date
VIEX CAPITAL ADVISORS, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Partner 08/16/2019
Signature of Reporting Person Date
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 transactions reported herein represent the exercises of (i) 452 put option contracts on August 14, 2019 and (ii) 2,179 put option contracts on August 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.
( 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 )Securities of A10 Networks, Inc. (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.
( 6 )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.
( 7 )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.
( 8 )These options are currently exercisable.

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