A10 Networks, Inc. — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: A10 Networks, Inc. (ATEN)
CIK: 0001580808
Period of Report: 2021-02-02

Reporting Person: BRUENING MATTHEW P (EVP, Worldwide Sales & Mktg)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-02	Common Stock	A	17964	—	Acquired	42964	Direct
2021-02-02	Common Stock	M	33333	—	Acquired	76297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-02	Performance-based Restricted Stock Units	$	A	41916	Acquired	2025-02-02	Common Stock (41916.0)	Direct
2021-02-02	Performance-based Restricted Stock Units	$	M	33333	Disposed	2024-04-29	Common Stock (33333.0)	Direct

Footnotes

F1: Each share is represented by a Restricted Stock Unit ("RSU"). One-third (1/3) of the total RSUs will vest on each of the first three (3) anniversaries of the date of grant, provided that the Reporting Person continues to serve through each vesting date.

F2: Performance-Based Restricted Stock Units were previously reported on May 1, 2020, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between April 29, 2020 and April 29, 2024. The first achievement date occurred on January 28, 2021, as certified by the compensation committee of ATEN on February 2, 2021, resulting in 33,333 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-third on each of the first, second and third anniversaries of achievement of the milestone, subject to continued employment. These shares are reflected on Table I.

F3: Each share is represented by a Performance-based Restricted Stock Unit ("PSU")

F4: Grant of 41,916 Performance-Based Restricted Stock Units, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 2, 2021 and February 2, 2025 (each, a "Performance Milestone"). Upon achievement of a Performance Milestone, vesting is subject to continued employment with the Company through the applicable vesting date, which occurs in three equal installments with the first vesting to occur within thirty (30) days of achievement of the Performance Milestone and an additional one-third (1/3) on each of the first and second anniversaries of the date of achievement of the corresponding Performance Milestone.