Statement of Changes in Beneficial Ownership (4)
02 Mai 2023 - 11:26PM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * MCRAE MATTHEW
BLAKE |
2. Issuer Name and Ticker or Trading
Symbol Arlo Technologies, Inc. [ ARLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO |
(Last)
(First)
(Middle)
2200 FARADAY AVENUE, SUITE 150 |
3. Date of Earliest Transaction (MM/DD/YYYY)
4/28/2023
|
(Street)
CARLSBAD, CA 92008 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
4/28/2023 |
|
M |
|
18940 |
A |
(1) |
2317280 |
D |
|
Common Stock |
4/28/2023 |
|
F(2) |
|
9392 |
D |
$6.44 |
2307888 |
D |
|
Common Stock |
4/30/2023 |
|
F(3) |
|
53785 |
D |
$6.44 |
2254103 |
D |
|
Common Stock |
4/30/2023 |
|
F(3) |
|
89644 |
D |
$6.44 |
2164459 |
D |
|
Common Stock |
5/1/2023 |
|
A(4) |
|
542404 |
A |
$0.00 |
2706863 |
D |
|
Common Stock |
5/1/2023 |
|
F(2) |
|
268924 |
D |
$6.44 (5) |
2437939 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Performance Stock Units
(PSUs) |
(1) |
4/28/2023 |
|
M |
|
|
18940 |
(1) |
7/28/2025 |
Common Stock |
18940 |
$0.00 |
625020 (6) |
D |
|
Explanation of
Responses: |
(1) |
Each performance stock unit
("PSU") represents a contingent right to receive one share of the
Issuer's common stock. The performance rights vest upon the
Issuer's common stock achieving both a time-based vesting condition
and a stock price performance-based vesting condition, both of
which conditions must be satisfied before any PSU
vests. |
(2) |
Shares withheld to satisfy
the Reporting Person's tax obligation in connection with the
vesting of the PSU. |
(3) |
Shares withheld to satisfy
the Reporting Person's tax obligation in connection with the
vesting of restricted stock units ("RSUs"). |
(4) |
On April 30, 2020, the
Reporting Person was granted a PSU based upon based upon the
achievement of certain financial milestones during certain
established performance periods over a period of three years, which
was voluntarily reported on a Form 4 filed May 5, 2020. On May 1,
2023, the Board approved the achievement of the performance
criteria, resulting in the grant of an RSU. |
(5) |
This price reflects the fair
market value at the end of the performance period which is the date
used to calculate the Reporting Person's tax
withholding. |
(6) |
Represents the maximum
number of shares remaining that may be issued pursuant to the
PSUs. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
MCRAE MATTHEW BLAKE
2200 FARADAY AVENUE, SUITE 150
CARLSBAD, CA 92008 |
X |
|
CEO |
|
Signatures
|
/s/ Brian M. Busse,
Attorney-in-Fact |
|
5/2/2023 |
**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. |
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 control number. |
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