13D Filing: VIEX Capital Advisors and Arlo Technologies Inc.

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.  )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)

February 21, 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.

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).

* 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.

* Includes 668,500 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 100,000 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 668,600 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 668,500 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 100,000 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 1,437,100 shares underlying call options currently exercisable
as further described in Item 6.

* Includes 1,437,100 shares underlying call options currently exercisable
as further described in Item 6.

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the Common Stock, $0.001 par value (the “Shares”), of Arlo Technologies, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 3030 Orchard Parkway, San Jose, California 95134.

(a)       This
statement is filed by:

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of the Reporting Persons is 825 Third Avenue, 33^rd Floor, New York, New York
10022.

(c)       The
principal business of Series One, VSO II and VSO III is investing in securities. The principal business of VIEX GP is acting as
the general partner of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal
business of VSO GP III is acting as the general partner of VSO III. The principal business of VIEX Capital is serving as the investment
manager to Series One, VSO II and VSO III. The principal occupation of Mr. Singer is serving as the managing member of each of
VIEX GP, VSO GP II, VSO GP III and VIEX Capital.

(d)       No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)       Each
of Series One, VSO II, VSO III, VIEX GP, VSO GP II, VSO GP III and VIEX Capital is organized under the laws of the State of Delaware.
Mr. Singer is a citizen of the United States of America.

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 2,323,127 Shares beneficially owned by Series One is approximately $10,769,162,
including brokerage commissions. The aggregate purchase price of the 668,600 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by Series One is approximately $1,485,294, 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 2,323,126 Shares beneficially owned by VSO II is approximately $10,769,155,
including brokerage commissions. The aggregate purchase price of the 668,500 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $1,458,085, 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 245,744 Shares beneficially owned by VSO III is approximately $981,330,
including brokerage commissions. The aggregate purchase price of the 100,000 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO III is approximately $231,000, including brokerage commissions

The Reporting Persons
acquired the Shares in the Issuer based on the Reporting Persons’ belief that the Shares, when acquired, were materially
undervalued and represented an attractive investment opportunity. The Reporting Persons have had discussions with management and
the Issuer’s Board of Directors (the “Board”), including its Chairman, regarding the Reporting Persons’
concerns with the Issuer’s fourth quarter financial results and 2019 guidance, which concerns appear to be shared by other
stockholders given the significant declines in the Issuer’s stock price.  In the Reporting Person’s view, the
market’s reaction should signify to the Board the complete rejection of the Issuer’s 2019 operating plan. The Reporting
Persons believe the Issuer must take immediate steps to improve its operating model, including, but not limited to, materially
reducing its cash burn and enacting a pathway to improving its gross margins and profitability while maintaining the integrity
of the Issuer’s balance sheet.  The Reporting Persons call upon management and the Board to communicate these plans
publicly to investors in the near term. Concurrently, the Reporting Persons believe that the Issuer should be mindful of, and open
to, initiatives that can maximize stockholder value. If the Issuer does not take appropriate action that the Reporting Persons
believe are imperative to reduce cash burn and maximize stockholder value, then the Reporting Persons will hold the Board accountable
by, among other things, seeking representation at the 2019 annual meeting of stockholders.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts,
Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their
intention with respect to any and all matters referred to in Item 4.

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 74,255,189 Shares outstanding, which is the total number of Shares
outstanding as of February 1, 2019 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 22, 2019.

Percentage: Approximately
4.0%

Percentage: Approximately
4.0%

Percentage: Less
than 1%

Percentage: Approximately
4.0%

Percentage: Approximately
4.0%

Percentage: Less
than 1%

Percentage: Approximately
8.5%

Percentage: Approximately
8.5%

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.

On February 26, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Series One has purchased
in over-the-counter market American-style call options referencing an aggregate of 668,600, which have an exercise price of $2.00
and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Series One has sold
short in over-the-counter market American-style put options referencing an aggregate of 602,600 Shares and 250,000 Shares, which
have an exercise price of $4.00 and $5.00, respectively, and each of which expire on July 19, 2019, as further detailed on Schedule
A hereto, which is incorporated by reference herein.

VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 668,500 Shares, which have an exercise price
of $2.00 and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

VSO II has sold short
in over-the-counter market American-style put options referencing an aggregate of 604,500 Shares and 252,000 Shares, which have
an exercise price of $4.00 and $5.00 respectively, and each of which expire on July 19, 2019, as further detailed on Schedule A
hereto, which is incorporated by reference herein. In addition, VSO II has sold short in over-the-counter market American-style
put options referencing an aggregate of 100,000 Shares, 508,100 Shares and 100,000 Shares, which have an exercise price of $3.00,
$4.00 and $5.00 respectively, and each of which expire on October 18, 2019, as further detailed on Schedule A hereto, which is
incorporated by reference herein.

VSO III has purchased
in over-the-counter market American-style call options referencing an aggregate of 100,000 Shares, which have an exercise price
of $2.00 and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

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: February 26, 2019

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

VIEX
opportunities fund, LP – Series one

VIEX
special opportunities fund ii, LP

VIEX
special opportunities fund iIi, LP

___________________________

¹
Represents shares underlying American-Style put option sold short in the over-the-counter market.
These put option expire on July 19, 2019.

²
Represents shares underlying American-Style call option purchased in the over-the-counter market.
These call options expire on October 18, 2019.

³
Represents shares underlying American-Style put option sold short in the over-the-counter
market. These put option expire on October 18, 2019.