Edgar Filing: BARRACUDA NETWORKS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Francisco Partners GP, LLC

2. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [CUDA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING C, SUITE 410

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2013

(Street)

SAN FRANCISCO, CA 94129

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2013		C		6,245,946	A	⁽¹⁾	7,389,021	I	See footnote ⁽²⁾
Common Stock	11/12/2013		C		30,756	A	⁽¹⁾	36,385	I	See footnote ⁽³⁾
Common Stock	11/12/2013		C		4,707	A	⁽¹⁾	5,429	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

11/12/2013

6,245,946

⁽¹⁾

Common Stock

6,245,946

$ 0

See footnote ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

11/12/2013

30,756

⁽¹⁾

Common Stock

30,756

$ 0

See footnote ⁽³⁾

Series A Convertible Preferred Stock

⁽¹⁾

11/12/2013

4,707

⁽¹⁾

Common Stock

4,707

$ 0

See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Francisco Partners GP, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners, LP ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners Fund A, L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners Management, LP ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129		X
FP Annual Fund Investors, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129		X

Signatures

/s/ David R. Golob, a Manager of Francisco Partners GP, LLC		11/12/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners, L.P.		11/12/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners Fund A, L.P.		11/12/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Partner of Francisco Partners Management, LP		11/12/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Partner of Francisco Partners Management, LP, the Manager of FP Annual Fund Investors, LLC		11/12/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of the Series A Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
(2)	The shares are held directly by Francisco Partners, L.P. ("FP I"). Francisco Partners GP, LLC ("FP GP LLC"), the general partner of FP I, shares voting and dispositive power with respect to the securities held by FP I. Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FP I. Such persons and entities disclaim beneficial ownership of the securities held by FP I except to the extent of any pecuniary interest therein.
(3)	The shares are held directly by Francisco Partners Fund A, L.P. ("FPFA"). FP GP LLC, the general partner of FPFA, shares voting and dispositive power with respect to the securities held by FPFA. Messrs. Deb, Golob, Geeslin and Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FPFA. Such persons and entities disclaim beneficial ownership of the securities held by FPFA except to the extent of any pecuniary interest therein.
(4)	The shares are held directly by FP Annual Fund Investors, LLC ("FPAFI"). Francisco Partners Management, LP ("FPM LP"), the manager of FPAFI, shares voting and dispositive power with respect to the securities held by FPAFI. Messrs. Deb, Golob, Geeslin and Perlman, certain of the partners of FPM LP, share voting and dispositive power with respect to the shares held by FPAFI. Such persons and entities disclaim beneficial ownership of the securities held by FPAFI except to the extent of any pecuniary interest therein.
Remarks: This report is one of four reports, each on a separate Form 3, but relating to the same transaction being filed by the Francisco Partners and certain of its affiliated funds and partners. The Reporting Person may be deemed to be, but does not concede to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

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