Summit Investors I Form 4 A10 Networks / PARTNERS L P SUMMIT ownership change

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^*

SUMMIT PARTNERS L P

(Last)

(First)

(Middle)

222 BERKELEY STREET

18TH FLOOR

(Street)

BOSTON

02116

(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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Manager of GP of 10% owner

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/27/2020		A		21,865⁽¹⁾	A	$0	9,560,941⁽²⁾	I	See Footnotes.⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS L P

(Last)

(First)

(Middle)

222 BERKELEY STREET

18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund VIII-A, L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund VIII-B, L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS GE VIII, L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Partners GE VIII, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Investors I, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Investors I (UK), L.P.

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Summit Investors Management, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUMMIT MASTER COMPANY, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANNION MARTIN J

(Last)

(First)

(Middle)

C/O SUMMIT PARTNERS

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents restricted stock units ("RSUs") of the Issuer granted to Mr. Chung as part of the Issuer's director compensation program. The RSUs will settle solely by delivery of an equal number of shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") on the earlier of the first anniversary of the grant date or the date of the 2021 annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service on the Issuer's board of directors as of such date. Mr. Chung holds any RSUs for the benefit of Summit Partners, L.P., which he has empowered to determine when the underlying shares of Common Stock will be sold and which is entitled to the proceeds of any such sales.

2. The Common Stock is held as follows: 6,873,136 shares in the name of Summit Partners Growth Equity Fund VIII-A, L.P.; 2,510,989 shares in the name of Summit Partners Growth Equity Fund VIII-B, L.P.; 40,186 shares in the name of Summit Investors I, LLC; 3,535 shares in the name of Summit Investors I (UK), L.P.; 133,095 shares (including shares underlying RSUs) in the name of Mr. Chung, which are held for the benefit of Summit Partners, L.P.

3. Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee responsible for voting and investment decisions with respect to the Issuer.

4. Summit Partners, L.P., through a two-person Investment Committee responsible for voting and investment decisions with respect to the Issuer, currently composed of Martin J. Mannion and Mr. Chung, has voting and dispositive authority over the shares of Common Stock held by each of the entities described in the foregoing footnotes (2) and (3) and therefore may be deemed to beneficially own such shares. In addition, Mr. Chung is a member of Summit Master Company, LLC. Each of the Summit entities, Mr. Mannion and Mr. Chung disclaims beneficial ownership of the shares of Common Stock (including shares underlying RSUs) reported herein, except to the extent of their pecuniary interest therein.

Remarks:

Form 2 of 2

	Summit Partners, L.P., by Summit Master Company, LLC, its GP, by /s/ Robin W. Devereux, Member	05/28/2020
	Summit Partners Growth Equity Fund VIII-A, L.P., by Summit Partners GE VIII, L.P., its GP, by Summit Partners GE VIII, LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by /s/ Robin W. Devereux, Member	05/28/2020
	Summit Partners Growth Equity Fund VIII-B, L.P., by Summit Partners GE VIII, L.P., its GP, by Summit Partners GE VIII, LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by /s/ Robin W. Devereux, Member	05/28/2020
	Summit Partners GE VIII, L.P., by Summit Partners GE VIII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by /s/ Robin W. Devereux, Member	05/28/2020
	Summit Partners GE VIII, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by /s/ Robin W. Devereux, Member	05/28/2020
	Summit Investors I, LLC, by Summit Investors Management, LLC, its Manager, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, Member	05/28/2020
	Summit Investors I (UK), L.P., by Summit Investors Management, LLC, its General Partner, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, Member	05/28/2020
	Summit Investors Management, LLC, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, Member	05/28/2020
	Summit Master Company, LLC, by Robin W. Devereux, Member	05/28/2020
	Robin W. Devereux, POA for Martin J. Mannion	05/28/2020
	** 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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Summit Investors I Form 4A10 Networks / PARTNERS L P SUMMIT ownership change