SEC Form SC 13G/A filed by A10 Networks Inc. (Amendment)

SEC Form SC 13G/A filed by A10 Networks Inc. (Amendment)

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Amendment: SEC Form SC 13G/A filed by A10 Networks Inc.

2/7/24 5:11:56 PM ET

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SC 13G/A 1 d562183dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

A10 Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

002121101

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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).

(1)	Calculated based on 74,138,224 shares of common stock, par value $0.00001 per share (“Common Stock”) outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

(1)	Calculated based on 74,138,224 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed on November 7, 2023.

Item 1(a).

Name of Issuer

A10 Networks, Inc. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

2300 Orchard Parkway

San Jose, CA 95131

Item 2(a).

Names of Persons Filing

This Schedule 13G is being filed by Summit Partners, L.P., Summit Partners GE VIII, LLC, Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P. (individually, each an “Entity” and collectively, the “Entities”), Martin J. Mannion and Peter Y. Chung (each of the foregoing Entities or individuals, a “Reporting Person”).

Summit Master Company, LLC is the (i) general partner of Summit Partners, L.P., which is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. and (ii) managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as general partner of Summit Partners, L.P. and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to the Issuer. Summit Partners, L.P., through a two-person investment committee responsible for voting and investment decisions with respect to the Issuer, currently composed of Scott Collins and Peter Y. Chung, has voting and dispositive authority over the shares held by the Reporting Persons, as applicable.

Item 2(b).

Address of the Principal Business Office, or if none, Residence

222 Berkeley Street, 18^th Floor

Boston, MA 02116

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

Common Stock, par value $0.00001 per share

Item 2(e).

CUSIP Number

002121101

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of Class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Of the 3,888,206reported securities, (i) Summit Partners Growth Equity Fund VIII-A, L.P. directly holds 2,717,692 shares of Common Stock, (ii) Summit Partners Growth Equity Fund VIII-B, L.P. directly holds 992,866 shares of Common Stock, (iii) Summit Investors I, LLC directly holds 15,889 shares of Common Stock, (iv) Summit Investors I (UK), L.P. directly holds 1,399 shares of Common Stock and (v) 160,360 shares of Common Stock in the name of Peter Y. Chung are held for the benefit of Summit Partners, L.P.

By virtue of the affiliate relationship among the Entities and by virtue of Mr. Collins’ and Mr. Chung’s membership on the two-person investment committee of Summit Partners, L.P., each of the Reporting Persons may be deemed to beneficially own all of the 3,888,206 shares of Common Stock as of December 31, 2023. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of the Issuer, except with respect to shares held of record by such Reporting Person, as provided above.

The filing of this Statement shall not be construed as an admission that any Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2024


SUMMIT PARTNERS, L.P.

By: Summit Master Company, LLC, its general partner

By:		*
Member

SUMMIT PARTNERS GE VIII, LLC

By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner

By:		*
Member

SUMMIT PARTNERS GE VIII, L.P.

By: Summit Partners GE VIII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner

By:		*
Member

SUMMIT PARTNERS GROWTH EQUITY FUND VIII-A, L.P.

By: Summit Partners GE VIII, L.P., its general partner
By: Summit Partners GE VIII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner

By:		*
Member


SUMMIT PARTNERS GROWTH EQUITY FUND VIII-B, L.P.

By: Summit Partners GE VIII, L.P., its general partner
By: Summit Partners GE VIII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner

By;		*
Member

SUMMIT MASTER COMPANY, LLC

By:		*
Member

SUMMIT INVESTORS MANAGEMENT, LLC

By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner

By:		*
Member

SUMMIT INVESTORS I, LLC

By: Summit Investors Management, LLC, its manager
By: Summit Master Company, LLC, its managing member

By:		*
Member

SUMMIT INVESTORS I (UK), L.P.

By: Summit Investors Management, LLC, its general partner
By; Summit Master Company, LLC, its managing member

By:		*
Member


By:		*
Peter Y. Chung

By:		*
Martin J. Mannion

*By:		/s/ Adam H. Hennessey
Adam H. Hennessey
Power of Attorney**

**	Pursuant to Powers of Attorney attached hereto as Exhibit B.

EXHIBIT LIST


Exhibit A		Joint Filing Agreement, dated as of February 4, 2021, by and among Summit Partners, L.P., Summit Partners GE VIII, LLC, Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Martin J. Mannion and Peter Y. Chung (incorporated by reference to Exhibit A to that certain Schedule 13G filed on February 4, 2021 by the Reporting Persons with the Securities and Exchange Commission).

Exhibit B		Powers of Attorney, dated as of December 13, 2021 (incorporated by reference to Exhibit A to that certain Schedule 13G/A filed on February 4, 2022 by the Reporting Persons with the Securities and Exchange Commission).

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Date	Price Target	Rating	Analyst
4/4/2023		Neutral	BTIG Research
10/29/2021	$17.00 → $20.00	Buy	BWS Financial
6/23/2021	$16.00	Buy	Craig-Hallum

Names of Reporting Persons

Summit Partners, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware