Sec Form 4 Filing - Honda Diane @ BARRACUDA NETWORKS INC - 2018-02-12

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 Honda Diane 2. Issuer Name and Ticker or Trading Symbol BARRACUDA NETWORKS INC [ CUDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP HR, General Counsel & Sec. (Last) (First) (Middle) C/O BARRACUDA NETWORKS, INC., 3175 S. WINCHESTER BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2018 (Street) CAMPBELL, CA95008 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 02/12/2018 D 8,252 D 82,813 D Common Stock 02/12/2018 D 82,813 ( 2 ) D 0 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 Employee Stock Option (right to buy) $ 12.66 02/12/2018 D 43,229 ( 4 ) 11/20/2022 Common Stock 43,229 $ 0 0 D Employee Stock Option (right to buy) $ 19.62 02/12/2018 D 5,833 ( 5 ) 10/10/2023 Common Stock 5,833 $ 0 0 D Employee Stock Option (right to buy) $ 17.13 02/12/2018 D 10,000 ( 6 ) 05/25/2026 Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Honda Diane C/O BARRACUDA NETWORKS, INC. 3175 S. WINCHESTER BLVD. CAMPBELL, CA95008 SVP HR, General Counsel & Sec. Signatures /s/ Diane Honda 02/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger between the Issuer, Project Deep Blue Holdings, LLC, and Project Deep Blue Merger Corp. dated November 26, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $27.55 in cash. ( 2 )The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 7,500 RSUs vest in two equal annual installments beginning on May 1, 2018; (ii) 22,500 RSUs vest in three equal annual installments beginning on June 1, 2018; (iii) 50,000 RSUs vest in four equal annual installments beginning on June 1, 2018; (iv) 1,563 RSUs vest on July 1, 2018; and (v) 1,250 RSUs vest on November 1, 2018. ( 3 )Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $2,281,498.10, which represents $27.55 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. ( 4 )Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $643,679.81, which represents the difference between $27.55 and the exercise price of the option per share. ( 5 )Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $46,255.69, which represents the difference between $27.55 and the exercise price of the option per share. ( 6 )The option provided for vesting in sixteen equal quarterly installments beginning on August 25, 2016. Pursuant to the Merger Agreement, the 3,750 vested options were cancelled and converted into the right to receive a cash payment of $39,075.00 which represents the difference between $27.55 and the exercise price of the option per share. The remaining 6,250 unvested options were cancelled and converted into the contingent right to receive a cash payment of $65,125.00, which represents the difference between $27.55 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.

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

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

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