S-8

As filed with the Securities and Exchange Commission on February 14, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________

ARISTA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware	20-1751121
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

________________________________________

5453 Great America Parkway

Santa Clara, California 95054

(Address of principal executive offices) (Zip code)

________________________________________

Arista Networks, Inc. 2014 Employee Stock Purchase Plan

Arista Networks, Inc. 2014 Equity Incentive Plan

(Full title of the plan)

________________________________________

Jayshree Ullal

President and Chief Executive Officer

Arista Networks, Inc.

5453 Great America Parkway

Santa Clara, California 95054

(408) 547-5500

(Name, address and telephone number, including area code, of agent for service)

	Copies to:
Raj S. Judge Mark B. Baudler Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300		Marc Taxay Senior Vice President, General Counsel Arista Networks, Inc. 5453 Great America Parkway Santa Clara, California 95054 (408) 547-5500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  o
	Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Arista Networks, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”) and the Registrant's 2014 Equity Incentive Plan (the "2014 Plan"). The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary, equal to the smallest of (a) 10,000,000, (b) 1% of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding year, or (c) an amount determined by our board of directors. The number of shares of the Registrant’s common stock available for grant and issuance under the 2014 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2016 and each subsequent anniversary, equal to the smallest of (a) 50,000,000, (b) 3% of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding year, or (c) an amount determined by our board of directors.

On January 1, 2022, the number of shares of the Registrant’s common stock available for grant and issuance under the ESPP increased by 3,076,811 shares . These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the ESPP. On January 1, 2022, the number of shares of the Registrant’s common stock available for grant and issuance under the 2014 Plan increased by 9,230,434 shares. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2014 Plan. Accordingly, the contents of (i) the Registration Statement on Form S-8 (No. 333-196550) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 6, 2014, and (ii) the Registration Statement on Form S-8 (No. 333-202919) filed by the Registrant with the Commission on March 23, 2015, (iii) the Registration Statement on Form S-8 (No. 333-209723) filed by the Registrant with the Commission on February 25, 2016, (iv) the Registration Statement on Form S-8 (No. 333-216136) filed by the Registrant with the Commission on February 21, 2017, (v) the Registration Statement on Form S-8 (No. 333-223093) filed by the Registrant with the Commission on February 20, 2018, (vi) the Registration Statement on Form S-8 (No. 333-229730) filed by the Registrant with the Commission on February 19, 2019, vii) the Registration Statement on Form S-8 (No. 333-236426) filed by the Registrant with the Commission on February 14, 2020, viii) the Registration Statement on Form S-8 (No. 333-249591) filed by the Registrant with the Commission on October 22, 2020 are incorporated herein by reference pursuant to General Instruction E of Form S-8, and ix) the Registration Statement on Form S-8 (No. 333-253277) filed by the Registrant with the Commission on February 19, 2021.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on February 14, 2022 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2)All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in clause (1) above (other than the portions of these documents not deemed to be filed); and

(3)The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36468) filed with the Commission on May 27, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such

statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

Exhibit Number	Description
4.1	Form of Common Stock Certificate of the Registrant (which is incorporated herein by reference to the Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-194899), as amended (“Registrant’s Form S-1”)
4.2	2014 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed on March 12, 2015 )
4.3	2014 Equity Incentive Plan (which is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form S-1)
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)
24.1*	Power of Attorney (contained on signature page hereto)
107*	Filing Fee Table

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Clara, State of California, on this 14th day of February, 2022. 

	ARISTA NETWORKS, INC.
By:	/s/ JAYSHREE ULLAL
	Jayshree Ullal
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jayshree Ullal, Ita Brennan and Marc Taxay, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement and the Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAYSHREE ULLAL	President, Chief Executive Officer and Director (Principal Executive Officer)	February 14, 2022
Jayshree Ullal
/s/ ITA BRENNAN	Chief Financial Officer (Principal Accounting and Financial Officer)	February 14, 2022
Ita Brennan
/s/ ANDY BECHTOLSHEIM	Founder, Chief Development Officer and Chairman of the Board of Directors	February 14, 2022
Andy Bechtolsheim
/s/ KELLY BATTLES	Director	February 14, 2022
Kelly Battles
/s/ LEWIS CHEW	Director	February 14, 2022
Lewis Chew
/s/ CHARLES GIANCARLO	Director	February 14, 2022
Charles Giancarlo
/s/ ANN MATHER	Director	February 14, 2022
Ann Mather
/s/ DAN SCHEINMAN	Director	February 14, 2022
Dan Scheinman
/s/ MARK TEMPLETON	Director	February 14, 2022
Mark Templeton
/s/ NIKOS THEODOSOPOULOS	Director	February 14, 2022
Nikos Theodosopoulos

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Arista Networks, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Title of Securities to be Registered	Fee Calculation Rule	Amount to be      Registered (1)		Proposed Maximum Offering Price Per Share			Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan	457 ( c) and (h)	3,076,811	(2)	$	104.261	(4)	$	320,791,391.67	$92.70 per $1,000,000	$	29,737.36
Equity	Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan	457 ( c) and (h)	9,230,434	(3)	$	122.660	(5)	$	1,132,205,034.44	$92.70 per $1,000,000	$	104,955.41
Total Offering Amounts								$	1,452,996,426.11		$	134,692.77
Total Fee Offset											$	—
Net Fee Due											$	134,692.77

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.0001 par value per share ("Common Stock"), that become issuable under the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”) or 2014 Equity Incentive Plan (the "2014 Plan") by reason of an event such as any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)Reflects an automatic annual increase of 3,076,811 on January 1, 2022 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.

(3)Reflects an automatic annual increase of 9,230,434 on January 1, 2022 to the number of shares of Registrant’s Common Stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan.

(4)Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $122.660 per share, which represents the average of the high and low price per share of the Registrant’s common stock on February 8, 2022 as reported on the New York Stock Exchange. Pursuant to the 2014 ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date.

(5)Estimated in accordance with Rules 457 (c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $122.660 per share, which represents the average of the high and low prices of the registrant’s common stock on February 8, 2022, as reported on the New York Stock Exchange.

EX-5.1

Exhibit 5.1

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

o: 650.493.9300

f: 650.493.6811

February 14, 2022

Arista Networks, Inc.

5453 Great America Parkway

Santa Clara, California 95054

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Arista Networks, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) an aggregate of 3,076,811 shares (the “ESPPShares”) of your common stock, par value $0.0001 per share (the “Common Stock”) reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan (the “ESPP”) and (ii) an aggregate of 9,230,434 shares (together with the ESPP Shares, the “Shares”) of your Common Stock reserved for issuance pursuant to the 2014 Equity Incentive Plan (together with the ESPP, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements which accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Sincerely,

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Employee Stock Purchase Plan and 2014 Equity Incentive Plan of Arista Networks, Inc. of our reports dated February 14, 2022, with respect to the consolidated financial statements of Arista Networks, Inc. and the effectiveness of internal control over financial reporting of Arista Networks, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

February 14, 2022