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

Rule 13d-l(b)

Rule 13d-l(c)

Rule 13d-l(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 the disclosures provided in a prior cover page.

  Names of Reporting Persons

  The 2010 David R. Cheriton Irrevocable Trust dtd July 28, 2010

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

☐  (a)          ☒  (b)  

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  11,960,000 (See Item 4(a) below)

  Shared Voting Power

  0 (See Item 4(a) below)

  Sole Dispositive Power

  11,960,000 (See Item 4(a) below)

  Shared Dispositive Power

  0 (See Item 4(a) below)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,960,000 (See Item 4(a) below)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  3.88%

  Type of Reporting Person (See Instructions)

  OO

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing; Address of Principal Business Office or, if none, Residence; Citizenship

Title of Class of Securities:

CUSIP Number:

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

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership.

Amount beneficially owned:7,176,000 of the shares are held by DRCT 2021 Co., an exempted company incorporated in the Cayman Islands and wholly owned by the 2010 David R. Cheriton Irrevocable Trust dtd July 28, 2010 (the “Trust”) and 4,784,000 shares held directly by the Trust. The Trust is deemed to be the beneficial owner of all 11,960,000 shares of common stock. The Trust holds no options to purchase shares of common stock.

Percent of class: The Trust’s percentage ownership is calculated based on 307,681,138 shares of the issuer’s common stock outstanding as of December 31, 2021.

Number of shares as to which the person has:

Sole power to vote or to direct the vote:    11,960,000 shares (See item 4(a) above).

Shared power to vote or to direct the vote:    0 shares (See item 4(a) above).

Sole power to dispose or to direct the disposition of:    11,960,000 shares (See item 4(a) above).

Shared power to dispose or to direct the disposition of:    0 shares (See item 4(a) above).

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.