Chief Executive Officer Trivedi Dhrupad converted options into 128,128 shares and covered exercise/tax liability with 28,409 shares, increasing direct ownership by 14% to 788,115 units (SEC Form 4)
$ATEN
Computer Communications Equipment
Telecommunications
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 03/10/2025 | ||||||||||||||||||||||||||
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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 | 03/10/2025 | M | 48,711(1) | A | $0 | 737,107 | D | |||
| Common Stock | 03/10/2025 | M | 79,417(2) | A | $0 | 816,524 | D | |||
| Common Stock | 03/11/2025 | F | 28,409(3) | D | $19.38 | 788,115 | D | |||
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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 | ||||||||
| Performance-based Restricted Stock Units | (1) | 03/10/2025 | M | 48,711 | (1) | 01/25/2026 | Common Stock | 48,711 | $0 | 0 | D | ||||
| Performance-based Restricted Stock Units | (2) | 03/10/2025 | M | 79,417 | (2) | 02/21/2027 | Common Stock | 79,417 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Performance-Based Restricted Stock Units ("PSUs") were previously reported on January 27, 2022, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between January 25, 2022 and January 25, 2026. The third milestone achievement date occurred on February 24, 2025, as certified by the compensation committee of ATEN, resulting in 48,711 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-third (1/3) on March 10, 2025 and an additional one-third (1/3) on each of the first and second anniversaries of February 24, 2025, subject to continued employment. These shares are reflected on Table I. |
| 2. PSUs that were previously reported on February 22, 2023, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 21, 2023 and February 21, 2027. The second achievement date occurred on February 28, 2025, as certified by the compensation committee of ATEN, resulting in 79,417 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on March 10, 2025 and an additional one-fourth (1/4) on each of the first and second anniversaries of February 28, 2025, subject to continued employment. These shares are reflected on Table I. |
| 3. Includes 8,245 shares automatically withheld, on a non-discretionary basis, for tax purposes related to a January 25, 2022 performance restricted stock unit grant, and 20,164 shares automatically withheld, on a non-discretionary basis, for tax purposes related to a February 21, 2023 performance restricted stock unit grant, each that vested on March 10, 2025. |
| Remarks: |
| /s/ Jill Osato, Attorney-in-fact | 03/11/2025 | |
| ** 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. | ||