SEC FORM 4

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^*

SCHLEIN TED

(Last)

(First)

(Middle)

C/O ARCSIGHT, INC.

5 RESULTS WAY

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ArcSight Inc [ ARST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2010		J⁽¹⁾		9,307⁽²⁾	A	$0.00	2,749,363⁽³⁾	I	See Footnote 3
Common Stock	06/24/2010		M		938	A	$9	2,750,301⁽⁴⁾	I	See Footnote 4

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9	06/24/2010		M		938		⁽⁵⁾	02/13/2018	Common Stock	938	$0.00	2,500	D

Explanation of Responses:

1. KPCB Holdings, Inc. ("KPCB Holdings"), as nominee for the account of entities affiliated with Kleiner Perkins Caufield & Byers ("KPCB") and others, made a pro rata distribution for no consideration of an aggregate of 1,176,056 shares of common stock of the issuer to its partners on June 24, 2010.

2. Represents 8,911 shares distributed to the Schlein Family Trust Dtd 4/20/99; 330 shares distributed to Mr. Schlein's sister; and 66 shares to Mr. Schlein's father-in-law, in a pro rata distribution by KPCB Holdings.

3. 8,187 shares held by Mr. Schlein; 85,835 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by Mr. Schlein's sister; and 66 shares held by Mr. Schlein's father-in-law. Includes 1,371,399 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 42,337 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,207,162 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 34,047 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes fractional share interests and 838,415 shares held by other entities affiliated with KPCB as to which Mr. Schlein does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. Schlein disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein.

4. 9,125 shares held by Mr. Schlein; 85,835 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by Mr. Schlein's sister; and 66 shares held by Mr. Schlein's father-in-law. Includes 1,371,399 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 42,337 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,207,162 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 34,047 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes fractional share interests and 838,415 shares held by other entities affiliated with KPCB as to which Mr. Schlein does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. Schlein disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein.

5. The option vested and became exercisable as to 1/36th of the shares on March 14, 2008 and vests and becomes exercisable as to 1/36th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon a corporate transaction.

Remarks:

	/s/ Tram T. Phi as attorney-in-fact for Ted Schlein	06/28/2010
	** 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).
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