SEC Comment Letter for Arista Networks, Inc. (ANET) (CIK 0001596532) (ANET) — May 21, 2014
Arista Networks, Inc. (ANET) (CIK 0001596532)
Date: May 21, 2014 · CIK: 0001596532 · Accession: 0000000000-14-026074
AI Filing Summary & Sentiment
File numbers found in text: 333-194899
Referenced dates: April 25, 2014, May 16, 2014
Letter
May 21 , 2014 Via E -mail Jayshree Ullal Chief Executive Officer Arista Networks, Inc. 5453 Great America Parkway Santa Clara, CA 95054
Re: Arista Networks, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 1 , 2014 File No. 333-194899
Dear Ms. Ullal:
We have reviewed your amended registration statement and response letters dated May 1 and May 16, 2014 and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure. References to prior comments refer to our letter dated April 25, 2014.
Please respond to this letter by amending your registration statement and providing the requested i nformation. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information y ou provide in response to our comment , we may have additional comments.
Risk Factors, page 12
1. We note that your response letter dated May 16, 2014 indicates that your directed share program has been terminated, in part, due to the potential liability u nder Section 5 of the Securities Act that may result from communications with “certain potential participants” in an attempt to determine their interest to participate in such a program. You disclose on page 146 that the directed share program was for “[y ]our related persons.” It has been reported, however, that shares in your directed share program were offered to and declined by an editor at Fortune.com in an article available at http://tech.fortune.cnn.com/2014/05/08/yes -were -in-a-tech-bubble -heres -how-i-know -it/. Please revise to describe the April and May 2014 communications that gave rise to your
Jayshree Ullal Arista Networks, Inc. May 21 , 2014 Page 2
Section 5 liability concerns, including the nature an d scope of the “related persons” offered shares in the directed share program that are unaffiliated with your management, employees and their respective families. Further, please provide us an analysis why you believe these communications were exempt from Section 5 of the Securities Act.
You may contact Claire DeLabar , Staff Accountant, at (202) 551 -3349 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551 -3735 with any other questions.
Sincerely,
/s/ Barbara C. Jacobs
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May 21 , 2014 Via E -mail Jayshree Ullal Chief Executive Officer Arista Networks, Inc. 5453 Great America Parkway Santa Clara, CA 95054 Re: Arista Networks, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 1 , 2014 File No. 333-194899 Dear Ms. Ullal: We have reviewed your amended registration statement and response letters dated May 1 and May 16, 2014 and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure. References to prior comments refer to our letter dated April 25, 2014. Please respond to this letter by amending your registration statement and providing the requested i nformation. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information y ou provide in response to our comment , we may have additional comments. Risk Factors, page 12 1. We note that your response letter dated May 16, 2014 indicates that your directed share program has been terminated, in part, due to the potential liability u nder Section 5 of the Securities Act that may result from communications with “certain potential participants” in an attempt to determine their interest to participate in such a program. You disclose on page 146 that the directed share program was for “[y ]our related persons.” It has been reported, however, that shares in your directed share program were offered to and declined by an editor at Fortune.com in an article available at http://tech.fortune.cnn.com/2014/05/08/yes -were -in-a-tech-bubble -heres -how-i-know -it/. Please revise to describe the April and May 2014 communications that gave rise to your Jayshree Ullal Arista Networks, Inc. May 21 , 2014 Page 2 Section 5 liability concerns, including the nature an d scope of the “related persons” offered shares in the directed share program that are unaffiliated with your management, employees and their respective families. Further, please provide us an analysis why you believe these communications were exempt from Section 5 of the Securities Act. You may contact Claire DeLabar , Staff Accountant, at (202) 551 -3349 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551 -3735 with any other questions. Sincerely, /s/ Barbara C. Jacobs Barbara C. Jacobs Assistant Director cc: Via E -mail Mark Baudler, Esq. Wilson Sonsini Goodrich & Rosati, P.C.