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^*

COCHRAN ROBERT D

(Last)

(First)

(Middle)

C/O A10 NETWORKS

2300 ORCHARD PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
A10 Networks, Inc. [ ATEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Legal & Corp Collaboration

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2021

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)
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	09/11/2021		M		11,644⁽¹⁾	A	$0	318,690	D
Common Stock	09/13/2021		M		3,732	A	$3.0375	322,422	D
Common Stock	09/13/2021		M		136,000	A	$3.0375	458,422	D
Common Stock	09/13/2021		F⁽²⁾		83,937	D	$14.6	374,485	D

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)
Performance-based Restricted Stock Units	⁽¹⁾	09/11/2021		M			11,644	⁽¹⁾	02/02/2025	Common Stock	11,644	$0	0	D
Common Stock, par value $0.00001	$3.0375	09/13/2021		M			3,732	⁽³⁾	01/13/2022	Common Stock	3,732	$0	0	D
Common Stock, par value $0.00001	$3.0375	09/13/2021		M			136,000	⁽³⁾	01/13/2022	Common Stock	136,000	$0	0	D

Explanation of Responses:

1. Performance-Based Restricted Stock Units were previously reported on February 4, 2021, 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) calendar day trading period between February 2, 2021 and February 2, 2025. The last milestone achievement date occurred on September 2, 2021, as certified by the compensation committee of ATEN on September 11, 2021, resulting in 11,644 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 September 16, 2021 and an additional one-third (1/3) on each of the first and second anniversaries of September 2, 2021, subject to continued employment. These shares are reflected on Table I.

2. Represents a "net exercise" of outstanding stock options. The reporting person received 55,795 shares of common stock on net exercise of options to purchase 139,732 shares of common stock. The Company withheld 83,937 shares of common stock underlying the stock option for payment of the exercise price and tax withholdings, using the closing stock price on September 13, 2021 of $14.60, pursuant to the terms of the 2008 Equity Incentive Plan.

3. The non-statutory stock option award vested as to 1/4th of the total number of shares on January 12, 2013 with an addition 1/48th of the total number of shares vesting at the end of each full month thereafter.

Remarks:

	/s/ Robert D. Cochran	09/14/2021
	** 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).
** 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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