Sec Form 4 Filing - GOETZ JAMES J @ BARRACUDA NETWORKS INC - 2016-10-17

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 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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1. Name and Address of Reporting Person GOETZ JAMES J 2. Issuer Name and Ticker or Trading Symbol BARRACUDA NETWORKS INC [ CUDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2800 SAND HILL RD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2016 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 10/17/2016 J( 1 ) 1,941,868 D $ 0 0 I By Sequoia Capital Growth Fund III, L.P. ( 2 ) Common Stock 10/17/2016 J( 1 ) 14,605 D $ 0 0 I By Sequoia Capital Growth Partners III, L.P. ( 2 ) Common Stock 10/17/2016 J( 1 ) 65,942 D $ 0 0 I By Sequoia Capital Growth III Principals Fund, LLC ( 2 ) Common Stock 10/17/2016 J( 1 ) 56,317 D $ 0 0 I By Sequoia Capital Franchise Partners, L.P. ( 2 ) Common Stock 10/17/2016 J( 3 ) 52,505 A $ 0 267,363 D Common Stock 10/17/2016 J( 3 ) 393 A $ 0 1,227 I By Family Trust ( 4 ) Common Stock 10/19/2016 J( 5 ) 735 A $ 0 268,098 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOETZ JAMES J 2800 SAND HILL RD, SUITE 101 MENLO PARK, CA94025 X Signatures /s/ Melinda Dunn, by power of attorney 10/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members. ( 2 )James J. Goetz is a managing member of SCGF III Management, LLC ("SCGF III Management"). SCGF III Management is the general partner of Sequoia Capital Growth Partners III, L.P. ("SCGP III") and Sequoia Capital Growth Fund III, L.P. ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). In addition, Mr. Goetz is a limited partner of Sequoia Capital Franchise Partners, L.P. ("SCFP"). By virtue of these relationships, Mr. Goetz may be deemed to share beneficial ownership of the shares held by SCGP III, SCGF III, SCG III and SCFP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 3 )Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above as follows: (i) 51,585 shares from SCGF III to the Reporting Person; (ii) 590 shares from SCG III to the Reporting Person; (iii) 330 shares from SCFP to the Reporting Person; and (iv) 393 shares from SCG III to a family trust. ( 4 )Shares held by a family trust. The Reporting Person may be deemed to beneficially own the shares held by a family trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. ( 5 )Represents the receipt of shares by the reporting person pursuant to a pro rata in-kind distribution of Common Stock of the Issuer by Francisco Partners Parallel Fund III, L.P. to its partners or members.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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