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Arlo Technologies, Inc. — Major Shareholding Notification 2019
Apr 30, 2019
31778_mrq_2019-04-30_aaf71f96-c936-4b86-95e5-62506d020664.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da210114028_04302019.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D
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. 2) 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
825 Third Avenue, 33rd Floor
New York, New York 10022
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)
April 30, 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 | 2,991,727** | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,991,727** | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,991,727** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
- This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.
** Includes 668,600 Shares underlying call options currently exercisable as further described in Item 6.
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2
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 | 2,991,626* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,991,626* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,991,626* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
- Includes 668,500 Shares underlying call options currently exercisable as further described in Item 6.
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3
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 | 1,197,566* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 1,197,566* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,197,566* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.6% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
- Includes 578,100 Shares underlying call options currently exercisable as further described in Item 6.
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4
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 | 2,991,727* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,991,727* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,991,727* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
- Includes 668,600 Shares underlying call options currently exercisable as further described in Item 6.
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5
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 | 2,991,626* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,991,626* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,991,626* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
- Includes 668,500 Shares underlying call options currently exercisable as further described in Item 6.
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6
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 | 1,197,566* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 1,197,566* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,197,566* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.6% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
- Includes 578,100 Shares underlying call options currently exercisable as further described in Item 6
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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 | 7,180,919* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 7,180,919* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,180,919* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.7% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IA |
- Includes 1,915,200 Shares underlying call options currently exercisable as further described in Item 6.
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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 | 7,180,919* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 7,180,919* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,180,919* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.7% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
- Includes 1,915,200 Shares underlying call options currently exercisable as further described in Item 6.
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CUSIP NO. 04206A101
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The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction .
Item 4 is hereby amended to add the following:
On April 30, 2019, the Reporting Persons and the Issuer entered into a cooperation agreement (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Issuer agreed to increase the size of its Board of Directors (the “Board”) from six (6) to seven (7) and to appoint an independent director recommended by the Reporting Persons (the “New Director”) to fill the vacancy created as a result of such expansion. The New Director will be appointed to the Board as a Class II director, with a term expiring at the Issuer’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), within five business days from the date of the Cooperation Agreement.
Also pursuant to the Cooperation Agreement, the Issuer agreed to promptly form a Strategic Review Committee, which shall include the New Director, to evaluate and oversee a comprehensive strategic review process and has engaged Deutsche Bank Securities Inc. in connection with the strategic review. During the Standstill Period (as defined below), the Board has also agreed that (i) no new equity awards shall be issued to non-employee directors of the Issuer, other than an initial grant of a nonqualified stock option to purchase 10,000 shares of the Issuer’s common stock for newly appointed directors, and (ii) cash retainers paid to non-employee directors for service as a director of the Issuer as currently contemplated by the Issuer’s policy for non-employee director compensation shall be reduced by 20%.
The Cooperation Agreement also provides that during the Standstill Period, if the New Director ceases to serve as an independent director for any reason, and the Reporting Persons continue to beneficially own at least 3% of the outstanding Shares, the Reporting Persons shall have the right to identify a replacement director who satisfies certain conditions set forth therein.
The terms of the Cooperation Agreement further provide that the Reporting Persons are subject to customary standstill obligations until thirty (30) days prior to the deadline for the submission of stockholder nominations of directors for the 2020 Annual Meeting (the “Standstill Period”), unless earlier terminated as contemplated in the Cooperation Agreement, including if the New Director is not appointed to the Board within 5 business days from the date thereof. During the Standstill Period, the Reporting Persons also agreed to vote in a manner consistent with the recommendation of the Board, subject to certain exceptions specified in the Cooperation Agreement.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is referenced as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
VSO III has sold short in over-the-counter market American-style put options referencing an aggregate of 140,900 Shares and 100,000 Shares which have an exercise price of $4.00 and $3.00 respectively and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
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CUSIP NO. 04206A101
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Item 7. Material to be filed as Exhibits .
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1 Cooperation Agreement, by and among VIEX Opportunities Fund, LP – Series One, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities Fund III, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer and Arlo Technologies, Inc. dated April 30, 2019.
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CUSIP NO. 04206A101
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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: April 30, 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 Since the Filing of Amendment No. 1 to the Schedule 13D
Nature of the Transaction Securities Purchased/(Sold) Price Per Share($) Date of Purchase / Sale
VIEX special opportunities fund iIi, LP
| Short Sale of October 2019 Put Option ($4.00 Strike Price) 1 | (100,000) | 0.6332 | 03/29/2019 |
|---|---|---|---|
| Short Sale of October 2019 Put Option ($4.00 Strike Price) 1 | (40,900) | 0.7425 | 04/11/2019 |
| Short Sale of October 2019 Put Option ($3.00 Strike Price) 1 | (100,000) | 0.2949 | 04/17/2019 |
1 Represents shares underlying American-style put options sold short in the over-the-counter market. These put options expire on October 18, 2019.