0001193125-22-037422.txt : 20220211 0001193125-22-037422.hdr.sgml : 20220211 20220211172059 ACCESSION NUMBER: 0001193125-22-037422 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Arista Networks, Inc. CENTRAL INDEX KEY: 0001596532 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 201751121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88565 FILM NUMBER: 22622809 BUSINESS ADDRESS: STREET 1: 5453 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-547-5500 MAIL ADDRESS: STREET 1: 5453 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bechtolsheim Family Trust CENTRAL INDEX KEY: 0001605976 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O ARISTA NETWORKS, INC. STREET 2: 5453 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-547-5500 MAIL ADDRESS: STREET 1: C/O ARISTA NETWORKS, INC. STREET 2: 5453 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13G/A 1 d160489dsc13ga.htm SC 13G/A #7 SC 13G/A #7

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Arista Networks, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

040413106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 5 pages

CUSIP No. 040413106

 

  1.    

  Names of Reporting Persons.

 

  Bechtolsheim Family Trust

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5.    

  Sole Voting Power

 

  48,028,929 shares (See Item 4(a) below)

   6.  

  Shared Voting Power

 

  0 (See Item 4(a) below)

   7.  

  Sole Dispositive Power

 

  48,028,929 shares (See Item 4(a) below)

   8.  

  Shared Dispositive Power

 

  0 (See Item 4(a) below)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  48,028,929 (See Item 4(a) below)

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  15.61%

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

Page 2 of 5 pages

Item 1.

 

  (a)

Name of Issuer:

Arista Networks, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

5453 Great America Parkway

Santa Clara, CA 95054

 

Item 2.

 

  (a)-(c)

Name of Person Filing; Address of Principal Business Office or, if none, Residence; Citizenship

This Statement is filed by Bechtolsheim Family Trust, c/o Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, CA 95054. The Bechtolsheim Family Trust is a resident of the United States.

 

  (d)

Title of Class of Securities:

Common Stock, $0.0001 par value per share

 

  (e)

CUSIP Number:

040413106

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b) ☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c) ☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d) ☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e) ☐

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

  (g) ☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ☐

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

  (k) ☐

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 48,028,929 shares which includes (i) 88,429 shares held directly by Mr. Bechtolsheim, (ii) 47,920,000 shares held by the Bechtolsheim Family Trust for which Mr. Bechtolsheim serves as trustee, and exercises voting and investment control, and (iii) restricted stock units and options to purchase an aggregate of 20,500 shares of common stock held by Mr. Bechtolsheim that are exercisable within 60 days of December 31, 2021.

 

(b)

Percent of class: 15.61% (percentage ownership is calculated based on 307,681,138 shares outstanding as of December 31, 2021, and assumes that the 20,500 shares of common stock underlying the stock options and restricted stock units are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i)).

 

Page 3 of 5 pages

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: 48,028,929 shares (See item 4(a) above).

 

  (ii)

Shared power to vote or to direct the vote:    0 shares (See item 4(a) above).

 

  (iii)

Sole power to dispose or to direct the disposition of: 48,028,929 shares (See item 4(a) above).

 

  (iv)

Shared power to dispose or to direct the disposition of:    0 shares (See item 4(a) above).

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.

 

Page 4 of 5 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 11, 2022

Date

/s/ Andreas Bechtolsheim

Andreas Bechtolsheim TTEE of the Bechtolsheim Family Trust

 

Page 5 of 5 pages