Amended Statement of Beneficial Ownership (sc 13d/a)
03 November 2021 - 9:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
A10 Networks, Inc.
(Name
of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
002121101
(CUSIP Number)
ERIC SINGER
VIEX Capital
Advisors, LLC
745 Boylston Street, 3rd Floor
Boston, Massachusetts 02116
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 1, 2021
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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).
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1
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NAME OF REPORTING PERSON
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VIEX Opportunities Fund, LP – Series One*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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919,731
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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919,731
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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919,731
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.2%
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14
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TYPE OF REPORTING PERSON
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PN
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* This Series One is part of a series of VIEX Opportunities Fund, LP, a
series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Opportunities Fund, LP – Series Two*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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285,858
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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285,858
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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285,858
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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* This Series Two is part of a series of VIEX Opportunities Fund, LP, a
Delaware series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,747,230
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,747,230
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,747,230
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund III, LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
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|
|
|
|
BENEFICIALLY
|
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|
|
- 0 -
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
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|
|
REPORTING
|
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|
- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
|
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|
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- 0 -
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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- 0 -
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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0%
|
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|
14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VIEX GP, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
|
SOURCE OF FUNDS
|
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|
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|
AF
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,205,589
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,205,589
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,205,589
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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OO
|
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities GP II, LLC
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
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|
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3
|
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SEC USE ONLY
|
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|
4
|
|
SOURCE OF FUNDS
|
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,747,230
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,747,230
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,747,230
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,952,819
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,952,819
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,952,819
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Eric Singer
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 56,190 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,952,819
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 56,190 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,952,819
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,009,009
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes Amendment
No. 8 to the Schedule 13D filed by the undersigned (the “Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as
specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read
as follows:
The Shares purchased by Series
One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 919,731 Shares beneficially owned by Series One is approximately $6,016,020, including brokerage commissions.
The Shares purchased by Series
Two were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 285,858 Shares beneficially owned by Series Two is approximately $1,846,126, including brokerage commissions.
The Shares purchased by VSO
II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 1,747,230 Shares beneficially owned by VSO II is approximately $11,286,006, including brokerage commissions.
The Shares beneficially owned
directly by Mr. Singer were awarded to him in connection with his service as a director of the Issuer.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
The distribution of Shares
reported in this Amendment No. 8 to the Schedule 13D were made under contractual obligations to limited partners of VSO II and VSO III.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) and (e)
are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 76,808,907 Shares outstanding, which is the total number of Shares outstanding
as of July 27, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on July 30, 2021.
|
(a)
|
As of the close of business on November 2, 2021, Series One beneficially owned 919,731 Shares.
|
Percentage: Approximately
1.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 919,731
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 919,731
|
|
(c)
|
The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 2, 2021, Series Two beneficially owned 285,858 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 285,858
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 285,858
|
|
(c)
|
The transactions in the Shares by Series Two during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 2, 2021, VSO II beneficially owned 1,747,230 Shares.
|
Percentage: Approximately
2.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,747,230
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,747,230
|
|
(c)
|
The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 2, 2021, VSO III does not beneficially own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by VSO III during the past sixty days are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
VIEX GP, as the general partner of each of Series One and Series Two, may be deemed the beneficial owner
of the (i) 919,731 Shares beneficially owned by Series One and (ii) 285,858 Shares beneficially owned by Series II.
|
Percentage: Approximately
1.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,205,589
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,205,589
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Series One and Series Two during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,747,230 Shares.
|
Percentage: Approximately
2.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,747,230
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,747,230
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VSO GP III, as the general partner of VSO III, does not beneficially own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of VSO III during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX Capital, as the investment manager of Series One, Series Two, VSO II and VSO III, may be deemed the
beneficial owner of the (i) 919,731 Shares beneficially owned by Series One, (ii) 285,858 Shares beneficially owned by Series Two, and
(iii) 1,747,230 Shares beneficially owned by VSO II.
|
Percentage: Approximately
3.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,952,819
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,952,819
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 2, 2021, Mr. Singer beneficially owned 56,190 Shares. Mr. Singer,
as the managing member of VIEX GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 919,731 Shares
beneficially owned by Series One, (ii) 285,858 Shares beneficially owned by Series Two, and (iii) 1,747,230 Shares beneficially owned
by VSO II.
|
Percentage: Approximately
3.9%
|
(b)
|
1. Sole power to vote or direct vote: 56,190
2. Shared power to vote or direct vote: 2,952,819
3. Sole power to dispose or direct the disposition: 56,190
4. Shared power to dispose or direct the disposition: 2,952,819
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
The filing of this Schedule
13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership
of such Shares except to the extent of his or its pecuniary interest therein.
|
(e)
|
As of November 1, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding
Shares of the Issuer.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: November 3, 2021
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Opportunities Fund, LP – Series Two
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX GP, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
|
By:
|
VIEX Special Opportunities GP II, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
|
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
/s/ Eric Singer
|
|
Eric Singer
|
SCHEDULE A
Transactions in the Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
VIEX
Opportunities Fund, LP – Series One
Sale of Common Stock
|
(346,000)
|
16.00761
|
11/01/2021
|
Sale of Common Stock
|
(200,050)
|
15.34122
|
11/02/2021
|
VIEX
Opportunities Fund, LP – Series Two
Sale of Common Stock
|
(122,000)
|
16.00761
|
11/01/2021
|
Sale of Common Stock
|
(75,019)
|
15.34122
|
11/02/2021
|
VIEX
special opportunities fund ii, LP
Sale of Common Stock
|
(550,000)
|
16.00761
|
11/01/2021
|
Disposition of Common Stock3
|
(2,607,705)
|
0.0000
|
11/01/2021
|
Sale of Common Stock
|
(350,087)
|
15.34122
|
11/02/2021
|
VIEX
Special Opportunities Fund III, LP
Disposition of Common Stock4
|
(487,416)
|
0.0000
|
11/01/2021
|
1 The price reported is a weighted average
price. These shares were sold in multiple transactions at prices ranging from $15.00 to $18.58 per share. The Reporting Persons undertake
to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares purchased at each separate price within the range set forth in this footnote 1.
2 The price reported is a weighted average
price. These shares were sold in multiple transactions at prices ranging from $15.20 to $15.525 per share. The Reporting Persons undertake
to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2.
3 Represents a pro-rata distribution of Shares to limited partners
by VSO II.
4 Represents a pro-rata distribution of Shares to limited partners
by VSO III.
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