SEC Company Response from Arista Networks, Inc. (ANET) (CIK 0001596532) (ANET) — May 16, 2014
Arista Networks, Inc. (ANET) (CIK 0001596532)
Date: May 16, 2014 · CIK: 0001596532 · Accession: 0001193125-14-203337
AI Filing Summary & Sentiment
File numbers found in text: 333-194899
Letter
650 Page Mill Road
Palo Alto, CA 94304-1050
PHONE 650.493.9300
FAX 650.493.6811
www.wsgr.com
May 16, 2014
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Barbara C. Jacobs
Ivette Leon
Claire DeLabar
Edwin Kim
Re:
Arista Networks, Inc.
Registration Statement on Form S-1
Filed May 1, 2014
File No. 333-194899
Ladies and Gentlemen:
On behalf of our client, Arista Networks, Inc. (the “Company”), we submit this letter in response to comments from the staff of the Securities and Exchange Commission discussed telephonically on May 16, 2014 relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). The Company is concurrently filing this letter via EDGAR. As discussed, below please find the proposed risk factor that the Company intends to include in Amendment No. 3 to the Registration Statement.
We may have contingent liability arising out of possible violations of the Securities Act of 1933 in connection with communications to potential participants in the planned directed share program.
As part of the offering, up to 112,200 shares at the initial public offering price were originally reserved for sale in connection with a directed share program for certain persons associated with us. In April and May 2013, certain executives and employees acting at the request of such executives communicated with certain potential participants in the directed share program in an attempt to determine whether such individuals may have an interest in participating in such program. These communications may have constituted a violation of Section 5 of the Securities Act. We could have a contingent liability arising out of the possible violations of the Securities Act in connection with these communications. Any liability would depend upon the number of shares purchased by the recipients of such communications. If a claim were brought by any such recipients of such communications who purchased shares in the offering and a court were to conclude that these communications constituted a violation of Section 5 of the Securities Act, we could be required to repurchase the shares sold to such potential participants at the original purchase price, plus statutory interest from the date of purchase, for claims brought during a
Securities and Exchange Commission
May 16, 2014
Page 2
period of one year from the date of their purchase of common stock. We would contest vigorously any claim that a violation of the Securities Act occurred. However, we could incur considerable expense in contesting any such claim. We have subsequently terminated the directed share program.
* * *
Please direct any questions regarding the proposed risk factor or the Registration Statement to me at (650) 320- 4597 or mbaudler@wsgr.com, or to my colleague, Andrew D. Hoffman, at (650) 849-3240 or ahoffman@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
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CORRESP
650 Page Mill Road
Palo Alto, CA 94304-1050
PHONE
650.493.9300
FAX 650.493.6811
www.wsgr.com
May 16, 2014
Via EDGAR and Overnight Delivery
U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Barbara C. Jacobs
Ivette Leon
Claire DeLabar
Edwin Kim
Re:
Arista Networks, Inc.
Registration Statement on Form S-1
Filed May 1, 2014
File No. 333-194899
Ladies and Gentlemen:
On behalf of our client, Arista Networks, Inc. (the “Company”), we submit this letter in response to comments from the staff
of the Securities and Exchange Commission discussed telephonically on May 16, 2014 relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). The Company is concurrently filing this
letter via EDGAR. As discussed, below please find the proposed risk factor that the Company intends to include in Amendment No. 3 to the Registration Statement.
We may have contingent liability arising out of possible violations of the Securities Act of 1933 in connection with communications to potential
participants in the planned directed share program.
As part of the offering, up to 112,200 shares at the initial public offering
price were originally reserved for sale in connection with a directed share program for certain persons associated with us. In April and May 2013, certain executives and employees acting at the request of such executives communicated with certain
potential participants in the directed share program in an attempt to determine whether such individuals may have an interest in participating in such program. These communications may have constituted a violation of Section 5 of the
Securities Act. We could have a contingent liability arising out of the possible violations of the Securities Act in connection with these communications. Any liability would depend upon the number of shares purchased by the recipients of such
communications. If a claim were brought by any such recipients of such communications who purchased shares in the offering and a court were to conclude that these communications constituted a violation of Section 5 of the Securities Act, we
could be required to repurchase the shares sold to such potential participants at the original purchase price, plus statutory interest from the date of purchase, for claims brought during a
Securities and Exchange Commission
May 16, 2014
Page 2
period of one year from the date of their purchase of common stock. We would contest vigorously any claim that a violation of the Securities Act occurred. However, we could incur considerable
expense in contesting any such claim. We have subsequently terminated the directed share program.
* * *
Please direct any questions regarding the proposed risk factor or the Registration Statement to me at (650) 320- 4597 or
mbaudler@wsgr.com, or to my colleague, Andrew D. Hoffman, at (650) 849-3240 or ahoffman@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Mark Baudler
Mark Baudler
cc:
Jayshree Ullal, Arista Networks, Inc.
Marc Taxay, Arista Networks, Inc.
Larry W. Sonsini, Wilson Sonsini Goodrich & Rosati, P.C.
Raj S. Judge, Wilson Sonsini Goodrich & Rosati, P.C.
Patrick A. Pohlen, Latham & Watkins LLP
Tad J. Freese, Latham & Watkins LLP