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 III LP

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)

C/O FRANCISCO PARTNERS MANAGEMENT, L.P., ONE LETTERMAN DRIVE, BUILDING C- STE 410

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2016

(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	10/19/2016		J		822,971	D	$ 0	1,707,195 ⁽¹⁾	I	See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	10/19/2016		J		9,193	D	$ 0	19,069 ⁽²⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	10/19/2016		J		16,459	A	$ 0	1,742,723 ⁽³⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Francisco Partners GP III LP C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners GP III Management LLC C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners III, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129		X
Francisco Partners Parallel Fund III, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129		X

Signatures

FRANCISCO PARTNERS GP III, L.P., By: Francisco Partners GP III Management, LLC, its general partner, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager		10/21/2016
^**Signature of Reporting Person		Date
FRANCISCO PARTNERS GP III MANAGEMENT, LLC, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager		10/21/2016
^**Signature of Reporting Person		Date
FRANCISCO PARTNERS III, L.P., By: Francisco Partners GP III, L.P., its general partner, By: Francisco Partners GP III Management, LLC, its general partner, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager		10/21/2016
^**Signature of Reporting Person		Date
FRANCISCO PARTNERS PARALLEL FUND III, L.P., By: Francisco Partners GP III, L.P., its general partner, By: Francisco Partners GP III Management, LLC, its general partner, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager		10/21/2016
^**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)	These securities are directly held by Francisco Partners III, L.P. ("FP III").
(2)	These securities are directly held by Francisco Partners Parallel Fund III, L.P. ("FPPF III").
(3)	In connection with the transactions described in footnote 4 herein, FP III's pro rata distribution of Common Stock (as defined herein) included the disposition of Common Stock to Francisco Partners GP III, L.P ("FP GP III LP"). These securities include Common Stock directly held and beneficially owned by FP GP III LP.
(4)	On October 19, 2016, each of FP III and FPPF III made pro rata distributions of common stock of Barracuda Networks, Inc., par value $0.001 per share ("Common Stock"), without any additional consideration, to their respective limited and general partners. The general partner of each FP III and FPPF III FP III is FP GP III LP. The general partner of FP GP III LP is Francisco Partners GP III Management, LLC ("FP GP III Mgmt", and collectively with FP III, FPPF III and FP GP III LP, "Francisco Partners").
(5)	The managers of FP GP III Mgmt are Messrs. Benjamin H. Ball, Dipanjan Deb, Neil M. Garfinkel, Keith Geeslin, David R. Golob, Ezra Perlman, Andrew J. Kowal, Thomas L. Ludwig and Deep Shah, and the investment committee of FP GP III Mgmt consists of Messrs. Dipanjan Deb, Keith Geeslin, David R. Golob and Ezra Perlman (collectively, the "FP Managers").
(6)	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(7)	Each of such Francisco Partners entities and the FP Managers may be deemed to beneficially own the Common Stock beneficially owned by FP III and FPPF III directly or indirectly controlled by it, but each (other than FP III, FPPF III and FP GP III LP to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Following the transactions described herein, the Francisco Partners entities hold less than 10% of the Issuer's outstanding Common Stock, based on 52,303,252 shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.
Remarks: This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by Francisco Partners and certain of its affiliated funds and partners. Prior to the transactions described herein, the Reporting Persons 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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