SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shaw Robert W

(Last)

(First)

(Middle)

C/O ARCSIGHT, INC.

5 RESULTS WAY

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2008

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,800,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	01/21/2014	Common Stock	200,000	$0.24	D
Stock Option (Right to Buy)	⁽²⁾	02/02/2015	Common Stock	125,000	$0.8	D
Stock Option (Right to Buy)	⁽²⁾	02/02/2015	Common Stock	125,000	$0.8	D
Stock Option (Right to Buy)	⁽³⁾	02/02/2015	Common Stock	250,000	$0.8	D
Stock Option (Right to Buy)	⁽⁴⁾	05/25/2015	Common Stock	50,000	$4	D
Stock Option (Right to Buy)	⁽⁵⁾	06/04/2016	Common Stock	44,767	$6.08	D
Stock Option (Right to Buy)	⁽⁵⁾	06/04/2016	Common Stock	2,108	$6.08	D
Stock Option (Right to Buy)	⁽⁶⁾	08/06/2017	Common Stock	17,468	$10	D
Stock Option (Right to Buy)	⁽⁶⁾	08/06/2017	Common Stock	27,532	$10	D

Explanation of Responses:

1. The option is 100% vested and is immediately exercisable.

2. The option is immediately exercisable and subject to the Company's lapsing right of repurchase. Option vested as to 1/4th of the shares on February 3, 2006 and vests as to 1/48th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon change of control.

3. The option is immediately exercisable and subject to the Company's lapsing right of repurchase. Option vested as to 1/2 of the shares on February 3, 2007 and vests as to 1/48th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon change of control.

4. The option is immediately exercisable and subject to the Company's lapsing right of repurchase. Option vested as to 1/4th of the shares on May 1, 2006 and vests as to 1/48th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon change of control.

5. The option vested and became exercisable as to 1/4th of the shares on May 1, 2007 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon change of control.

6. The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2008 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon change of control.

	/s/ Robert W. Shaw by Tram T. Phi, Attorney-in-Fact	02/14/2008
	** 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 5 (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.