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^*

McCool John F

(Last)

(First)

(Middle)

5453 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arista Networks, Inc. [ ANET ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/22/2023		M		752	A	$0.0⁽¹⁾	824	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		1,252	A	$0.0⁽¹⁾	2,076	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		1,456	A	$0.0⁽¹⁾	3,532	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		736	A	$0.0⁽¹⁾	4,268	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		435	A	$0.0⁽¹⁾	4,703	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		488	A	$0.0⁽¹⁾	5,191	I	by Trust⁽²⁾
Common Stock	05/22/2023		M		485	A	$0.0⁽¹⁾	5,676	I	by Trust⁽²⁾
Common Stock	05/22/2023		F⁽³⁾		2,780	D	$145.37	2,896	I	by Trust⁽²⁾

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)
Restricted Stock Unit-3	$0.0⁽¹⁾	05/22/2023		M			752	⁽⁴⁾	⁽⁴⁾	Common Stock	752	$0.0	3,748	D
Restricted Stock Unit-4	$0.0⁽¹⁾	05/22/2023		M			1,252	⁽⁵⁾	⁽⁵⁾	Common Stock	1,252	$0.0	6,248	D
Restricted Stock Unit-5	$0.0⁽¹⁾	05/22/2023		M			1,456	⁽⁶⁾	⁽⁶⁾	Common Stock	1,456	$0.0	10,184	D
Restricted Stock Unit-6	$0.0⁽¹⁾	05/22/2023		M			736	⁽⁷⁾	⁽⁷⁾	Common Stock	736	$0.0	7,348	D
Restricted Stock Unit-7	$0.0⁽¹⁾	05/22/2023		M			485	⁽⁸⁾	⁽⁸⁾	Common Stock	485	$0.0	6,799	D
Restricted Stock Unit-8	$0.0⁽¹⁾	05/22/2023		M			435	⁽⁹⁾	⁽⁹⁾	Common Stock	435	$0.0	1,315	D
Restricted Stock Unit-9	$0.0⁽¹⁾	05/22/2023		M			488	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	488	$0.0	1,472	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Arista Networks, Inc. Common Stock upon vesting.

2. These shares are held by a family trust for which the reporting person is co-trustee.

3. Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.

4. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on November 20, 2020 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

5. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on November 20, 2020 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

6. Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on May 20, 2021 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

7. Six and one-quarter percent (6.25%) of the restricted stock units awarded will vest on February 20, 2022 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

8. Six and one-quarter percent (6.25%) of the restricted stock units awarded will vest on February 20, 2023 and will continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

9. This performance stock award was granted in the first quarter of 2021 and was earned based on attainment of certain performance conditions. The award vests 1/3 on February 22, 2022, and will continue to vest quarterly over 2 years. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

10. This performance stock award was granted in the first quarter of 2021 and was earned based on attainment of certain performance conditions. The award vests 1/3 on February 22, 2022, and will continue to vest quarterly over 2 years. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year.

	By: Isabelle Bertin-Bailly, Attorney-in-Fact For: John F. McCool	05/24/2023
	** 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.
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