Arlo Technologies, Inc. - Major Shareholding Notification 2019

SC 13D/A 1 sc13da410114028_09132019.htm

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. 4) 1

Arlo Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

04206A101

(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)

September 11, 2019

(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.

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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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CUSIP No. 04206A101

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	NAME OF REPORTING PERSON
	VIEX Opportunities Fund, LP – Series One*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
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		1,496,011
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		1,496,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,496,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0%
14	TYPE OF REPORTING PERSON
	PN

This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

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CUSIP No. 04206A101

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	NAME OF REPORTING PERSON
	VIEX Special Opportunities Fund II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
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		1,495,999
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		1,495,999
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,495,999
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0%
14	TYPE OF REPORTING PERSON
	PN

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CUSIP No. 04206A101

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	NAME OF REPORTING PERSON
	VIEX Special Opportunities Fund III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
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		398,910
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		398,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	398,910
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 1%
14	TYPE OF REPORTING PERSON
	PN

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CUSIP No. 04206A101

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	NAME OF REPORTING PERSON
	VIEX GP, 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		1,496,011
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		1,496,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,496,011
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0%
14	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 04206A101

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	NAME OF REPORTING PERSON
	VIEX Special Opportunities GP II, 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		1,495,999
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		1,495,999
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,495,999
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0%
14	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 04206A101

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	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		398,910
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		398,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	398,910
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 1%
14	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 04206A101

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	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		3,390,920
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		3,390,920
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,390,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.5%
14	TYPE OF REPORTING PERSON
	IA

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CUSIP No. 04206A101

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	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		- 0 -
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		3,390,920
PERSON WITH	9	SOLE DISPOSITIVE POWER
		- 0 -
	10	SHARED DISPOSITIVE POWER
		3,390,920
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,390,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.5%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP No. 04206A101

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The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 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 1,496,011 Shares beneficially owned by Series One is approximately $6,119,452, 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 1,495,999 Shares beneficially owned by VSO II is approximately $6,119,402, including brokerage commissions.

The Shares purchased by VSO III 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 398,910 Shares beneficially owned by VSO III is approximately $1,731,529, including brokerage commissions.

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 74,863,222 Shares outstanding, which is the total number of Shares outstanding as of July 19, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2019.

A. Series One

(a) As of 9:00 a.m., Eastern Daylight Time, on September 13, 2019, Series One beneficially owned 1,496,011 Shares .

Percentage: Approximately 2.0%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,496,011 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,496,011

(c) The transactions in the securities of the Issuer by Series One since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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B. VSO II

(a) As of 9:00 a.m., Eastern Daylight Time, on September 13, 2019, VSO II beneficially owned 1,495,999 Shares.

Percentage: Approximately 2.0%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,495,999 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,495,999

(c) The transactions in the securities of the Issuer by VSO II since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C. VSO III

(a) As of 9:00 a.m., Eastern Daylight Time, on September 13, 2019, VSO III beneficially owned 398,910 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 398,910 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 398,910

(c) The transactions in the securities of the Issuer by VSO III since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D. VIEX GP

(a) VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,496,011 Shares beneficially owned by Series One.

Percentage: Approximately 2.0%

(c) VIEX GP has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Series One since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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E. VSO GP II

(a) VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,495,999 Shares beneficially owned by VSO II.

Percentage: Approximately 2.0%

(c) VSO GP II has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of VSO II since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F. VSO GP III

(a) VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 398,910 Shares beneficially owned by VSO III.

Percentage: Less than 1%

(c) VSO GP III has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of VSO III since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G. VIEX Capital

(a) VIEX Capital, as the investment manager to Series One, VSO II and VSO III, may be deemed the beneficial owner of the (i) 1,496,011 Shares beneficially owned by Series One, (ii) 1,495,999 Shares beneficially owned by VSO II and (iii) 398,910 Shares beneficially owned by VSO III.

Percentage: Approximately 4.5%

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CUSIP No. 04206A101

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(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,390,920 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,390,920

(c) VIEX Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Series One, VSO II and VSO III since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

H. Eric Singer

(a) Mr. Singer, as the managing member of each of VIEX GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,496,011 Shares beneficially owned by Series One, (ii) 1,495,999 Shares beneficially owned by VSO II and (iii) 398,910 Shares beneficially owned by VSO III.

Percentage: Approximately 4.5%

(c) Mr. Singer has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Series One, VSO II and VSO III since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

(e) The Reporting Persons ceased to be the beneficial owner of 5% or more of the Shares of the Issuer as of the close of business on September 12, 2019.

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.

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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: September 13, 2019

VIEX Opportunities Fund, LP – Series One — By:	VIEX GP, LLC General Partner
By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

/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

/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

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CUSIP No. 04206A101

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/s/ Eric Singer
Name:	Eric Singer
Title:	Managing Member

/s/ Eric Singer
Name:	Eric Singer
Title:	Managing Member

/s/ Eric Singer
Eric Singer

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CUSIP No. 04206A101

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SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase / Sale

VIEX OPPORTUNITIES FUND, LP – SERIES ONE

Sale of Common Stock	(3,838)	3.0309	08/21/2019
Sale of Common Stock	(22,059)	2.8561	08/28/2019
Sale of Common Stock	(4,578)	3.0353	08/29/2019
Sale of Common Stock	(51,562)	3.1887	08/30/2019
Sale of Common Stock	(26,859)	3.2507	09/03/2019
Sale of Common Stock	(20,208)	3.2515	09/05/2019
Sale of Common Stock	(42,371)	3.3603	09/06/2019
Sale of Common Stock	(2,294)	3.4608	09/09/2019
Sale of Common Stock	(61,355)	3.4766	09/10/2019
Sale of Common Stock	(3,177)	3.7128	09/11/2019
Sale of Common Stock	(112,099)	3.6295	09/11/2019
Sale of Common Stock	(618)	3.7600	09/12/2019
Sale of Common Stock	(130,330)	3.7156	09/12/2019
Sale of October 2019 Call Option ($6.00 Strike Price) 1	(496,000)	0.0050	09/12/2019

VIEX SPECIAL OPPORTUNITIES FUND II, LP

Sale of Common Stock	(3,838)	3.0309	08/21/2019
Sale of Common Stock	(22,059)	2.8561	08/28/2019
Sale of Common Stock	(4,578)	3.0353	08/29/2019
Sale of Common Stock	(51,561)	3.1887	08/30/2019
Sale of Common Stock	(26,859)	3.2507	09/03/2019
Sale of Common Stock	(20,208)	3.2515	09/05/2019
Sale of Common Stock	(42,371)	3.3603	09/06/2019
Sale of Common Stock	(2,294)	3.4608	09/09/2019
Sale of Common Stock	(61,355)	3.4766	09/10/2019
Sale of Common Stock	(3,176)	3.7128	09/11/2019
Sale of Common Stock	(112,098)	3.6295	09/11/2019
Sale of Common Stock	(617)	3.7600	09/12/2019
Sale of Common Stock	(130,328)	3.7156	09/12/2019
Sale of October 2019 Call Option ($6.00 Strike Price) 1	(496,000)	0.0050	09/12/2019

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VIEX special opportunities fund iIi, LP

Sale of Common Stock	(1,024)	3.0309	08/21/2019
Sale of Common Stock	(5,882)	2.8561	08/28/2019
Sale of Common Stock	(1,221)	3.0353	08/29/2019
Sale of Common Stock	(13,749)	3.1887	08/30/2019
Sale of Common Stock	(7,162)	3.2507	09/03/2019
Sale of Common Stock	(5,388)	3.2515	09/05/2019
Sale of Common Stock	(11,298)	3.3603	09/06/2019
Sale of Common Stock	(612)	3.4608	09/09/2019
Sale of Common Stock	(16,360)	3.4766	09/10/2019
Sale of Common Stock	(847)	3.7128	09/11/2019
Sale of Common Stock	(29,891)	3.6295	09/11/2019
Sale of Common Stock	(165)	3.7600	09/12/2019
Sale of Common Stock	(34,752)	3.7156	09/12/2019
Sale of October 2019 Call Option ($6.00 Strike Price) 1	(408,000)	0.0050	09/12/2019

1 Represents shares underlying American-style call options sold in the over-the-counter market. These call options would have expired on October 18, 2019.

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Arlo Technologies, Inc. Major Shareholding Notification 2019

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