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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Redeemable Convertible Preferred Stock | (1) | 03/26/2014 | C | 80,000 | (1) | (3) | Common Stock | 9,427,846 (2) | $ 0 (1) | 0 | I | See Remarks. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% Owner | |||
| Summit Investors Management, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% Owner | |||
| SUMMIT PARTNERS GE VIII, L.P. 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
GP of 10% owner | |||
| Summit Partners GE VIII, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
GP of 10% owner | |||
| MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% owner | |||
| Summit Partners, L.P., by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member | 03/28/2014 | |
| **Signature of Reporting Person | Date | |
| Summit Investors Management, LLC, by Summit Partners, L.P., its Managing Member, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member | 03/28/2014 | |
| **Signature of Reporting Person | Date | |
| Summit Partners GE VIII, L.P., by Summit Partners GE VIII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member | 03/28/2014 | |
| **Signature of Reporting Person | Date | |
| Summit Partners GE VIII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member | 03/28/2014 | |
| **Signature of Reporting Person | Date | |
| Robin W. Devereux, POA for Martin J. Mannion | 03/28/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with the closing of A10 Networks, Inc.'s (the "Issuer") initial public offering of common stock on March 26, 2014, each share of Series D Redeemable Convertible Preferred Stock automatically converted into shares of common stock at a conversion ratio of 117.8481-to-one. Prior to the conversion, each share of Series D Redeemable Convertible Preferred Stock was convertible without payment of further consideration. |
| (2) | The common stock is held as follows: 6,873,136 in the name of Summit Partners Growth Equity Fund VIII-A, L.P.; 2,510,989 in the name of Summit Partners Growth Equity Fund VIII-B, L.P., 40,186 in the name of Summit Investors I, LLC; and 3,535 in the name of Summit Investors I (UK), L.P. |
| (3) | The Series D Redeemable Convertible Preferred Stock had no expiration date. |
| Remarks: Summit Partners, L.P. is (i) the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P., and (ii) the manager of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC, and the general partner of Summit Investors I (UK), L.P. The entites referred to herein are referred to as the "Summit Entities." Summit Partners, L.P., through a two person investment committee currently composed of Martin J. Mannion and Peter Y. Chung, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Mr. Mannion and Mr. Chung, as members of the two-person investment committee, have voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own the shares. Each of the Summit Entities, Mr. Mannion and Mr. Chung disclaim beneficial ownership of the shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purposes of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. | |