Sec Form 3 Filing - BlueMountain Capital Management, LLC @ BARRACUDA NETWORKS INC - 2018-01-31

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FORM 3
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
BlueMountain Capital Management, 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)
280 PARK AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2018
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 5,445,455 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 4,992,900 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 3,055,441 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 3,055,441 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 3,055,441 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 264,045 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 264,045 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 177,023 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 177,023 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 302,664 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 302,664 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 452,555 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 452,555 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 184,767 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 184,767 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 692,032 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 692,032 D
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 316,928 I Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 316,928 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
BlueMountain Capital Management, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain GP Holdings, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BLUE MOUNTAIN CREDIT GP, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
Blue Mountain CA Master Fund GP, Ltd.
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
Blue Mountain Credit Alternatives Master Fund L.P.
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BLUEMOUNTAIN FOINAVEN GP, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain Long/Short Credit GP, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain Guadalupe Peak Fund L.P.
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
Signatures
BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
Blue Mountain Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 02/12/2018
Signature of Reporting Person Date
Blue Mountain Credit Alternatives Master Fund L.P., By: Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 02/12/2018
Signature of Reporting Person Date
BlueMountain Foinaven GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
BlueMountain Foinaven Master Fund L.P., By: BlueMountain Foinaven GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 02/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The filing of this Form 3 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), BlueMountain GP Holdings, LLC ("GP Holdings"), the General Partners (as defined in Footnote 5), Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") or BlueMountain Montenvers GP S.a r.l. ("BMM GP") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Barracuda Networks, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, the General Partners, BMCA GP and BMM GP disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.
( 2 )BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 3,055,441 shares of Common Stock; (ii) BlueMountain Foinaven Master Fund L.P. ("BMFV"), which is the direct beneficial owner of 264,045 shares of Common Stock; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 177,023 shares of Common Stock; (iv) BlueMountain Logan Opportunities Master Fund L.P. ("BMLO"), which is the direct beneficial owner of 302,664 shares of Common Stock; (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 452,555 shares of Common Stock; (vi) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct beneficial owner of 184,767 shares of Common Stock; (vii) BlueMountain Summit Trading L.P. ("BMST"), which is the direct beneficial owner of 692,032 shares of Common Stock; and
( 3 )(vii) BlueMountain Fursan Fund L.P. ("FRSN" and, together with BMCA, BMFV, BMGP, BMLO, BMKH and BMST, the "Partnerships"), which is the direct beneficial owner of 316,928 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Partnerships and BMM (collectively, the "Funds"), only receives an asset-based fee relating to the Common Stock held by the Funds.
( 4 )(i) BMCA GP is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Foinaven GP, LLC ("BMFV GP") is the general partner of BMFV and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Logan Opportunities GP, LLC ("BMLO GP") is the general partner of BMLO and has an indirect profits interest in the Common Stock beneficially owned by it; (vi) BMM GP is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it;
( 5 )(vii) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP") is the general partner of BMKH and has an indirect profits interest in the Common Stock beneficially owned by it; (viii) BlueMountain Summit Opportunities GP II, LLC ("BMST GP") is the general partner of BMST and has an indirect profits interest in the Common Stock beneficially owned by it; and (ix) BlueMountain Fursan GP, LLC ("FRSN GP" and, together with BMC GP, BMFV GP, BMGP GP, BMLO GP, BMKH GP and BMST GP, the "General Partners") is the general partner of FRSN and has an indirect profits interest in the Common Stock beneficially owned by it. GP Holdings is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM.
( 6 )The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 3 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 3 due to the limitation of ten Reporting Persons per filing.

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