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Bechtolsheim Andreas

Filed: 24 Nov 21, 6:49pm
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
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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*
BECHTOLSHEIM ANDREAS

(Last) (First) (Middle)
5453 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc. [ ANET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Development Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2021
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 11/22/2021 M 8,252 A $0.0(1) 89,720(2) D
Common Stock 11/22/2021 M 5,000 A $0.0(1) 94,720 D
Common Stock 11/22/2021 F(3) 6,291 D $128.16 88,429 D
Common Stock 11/22/2021 M(4) 4,000 A $5.6225 92,429 D
Common Stock 11/22/2021 M(4) 66,668 A $9.5 159,097 D
Common Stock 11/22/2021 M(4) 20,000 A $14.06 179,097 D
Common Stock 11/22/2021 M(4) 9,332 A $23.8775 188,429 D
Common Stock 11/22/2021 S(4) 36,106 D $128.6043(5) 152,323 D
Common Stock 11/22/2021 S(4) 37,081 D $129.339(6) 115,242 D
Common Stock 11/22/2021 S(4) 9,444 D $130.5108(7) 105,798 D
Common Stock 11/22/2021 S(4) 17,369 D $131.4438(8) 88,429 D
Common Stock 11/22/2021 S(4) 36,241 D $128.6018(5) 48,683,759 I by Trust(9)
Common Stock 11/22/2021 S(4) 36,625 D $129.3317(6) 48,647,134 I by Trust(9)
Common Stock 11/22/2021 S(4) 9,529 D $130.4642(7) 48,637,605 I by Trust(9)
Common Stock 11/22/2021 S(4) 17,605 D $131.4368(8) 48,620,000 I by Trust(9)
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
Non-Qualified Stock Option (right to buy) $5.6225 11/22/2021 M(4) 4,000 (10) 01/12/2024 Common Stock 4,000 $0.0 1,332 D
Non-Qualified Stock Option (right to buy) $9.5 11/22/2021 M(4) 66,668 (11) 05/19/2024 Common Stock 66,668 $0.0 0 D
Non-Qualified Stock Option (right to buy) $14.06 11/22/2021 M(4) 20,000 (12) 02/11/2026 Common Stock 20,000 $0.0 6,668 D
Non-Qualified Stock Option (right to buy) $23.8775 11/22/2021 M(4) 9,332 (13) 02/05/2027 Common Stock 9,332 $0.0 23,668 D
Restricted Stock Unit-1 $0.0(1) 11/22/2021 M 8,252 (14) (14) Common Stock 8,252 $0.0 0 D
Restricted Stock Unit-2 $0.0(1) 11/22/2021 M 5,000 (15) (15) Common Stock 5,000 $0.0 25,000 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Arista Networks, Inc. Common Stock upon vesting.
2. On November 18, 2021, the issuer completed a four-for-one stock split of the issuer's common stock. All amounts have been adjusted to give effect to this stock split.
3. Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.
4. The exercise and/or sale of shares was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 14, 2021.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.02 to $129.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.02 to $130.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.02 to $131.01, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.02 to $131.88, inclusive. The reporting person undertakes to provide Arista Networks, Inc., any security holder of Arista Networks, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. These shares are held by a family trust for which the reporting person is a trustee.
10. 1/5th of the shares subject to the option vested and became exercisable on December 1, 2017 and 1/60th of the shares subject to the option shall vest monthly thereafter.
11. 1/5th of the shares subject to the option vested on September 30, 2017 and 1/60th of the shares subject to the option shall vest monthly thereafter.
12. 1/60th of the shares subject to the option vested on January 1, 2017 and 1/60th of the shares subject to the option shall continue to vest each month thereafter.
13. 1/5th of the shares subject to the option vested and became exercisable on February 6, 2018 and 1/60th of the shares subject to the option shall vest each month thereafter.
14. Five percent (5%) of the restricted stock units awarded vested on February 20, 2017 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, or November 20 of each year.
15. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on May 20, 2019 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, November 20 of each year.
By: Isabelle Bertin-Bailly, Attorney-in-Fact For: Andreas Bechtolsheim 11/24/2021
** 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).
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