Sec Form 4 Filing - Francisco Partners GP III LP @ BARRACUDA NETWORKS INC - 2014-10-21

Insider filing report for Changes in Beneficial Ownership
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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
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)
ONE LETTERMAN DRIVE, BUILDING C, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
10/21/2014
(Street)
SAN FRANCISCO, CA95008
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 10/21/2014 S 10,740 D $ 30.02 ( 3 ) 5,184,149 I See footnote ( 1 )
Common Stock 10/21/2014 S 120 D $ 30.02 ( 3 ) 57,907 I See footnote ( 2 )
Common Stock 10/22/2014 S 8,583 D $ 29.96 ( 4 ) 5,175,566 I See footnote ( 1 )
Common Stock 10/22/2014 S 96 D $ 29.96 ( 4 ) 57,811 I See footnote ( 2 )
Common Stock 10/23/2014 S 5,720 D $ 29.53 ( 5 ) 5,169,846 I See footnote ( 1 )
Common Stock 10/23/2014 S 64 D $ 29.53 ( 5 ) 57,747 I See footnote ( 2 )
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
Francisco Partners GP III LP
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA95008
X
Francisco Partners GP III Management LLC
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners III, L.P.
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners Management, LP
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners Parallel Fund III, L.P.
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410
SAN FRANCISCO, CA94129
X
Signatures
/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC 10/23/2014
Signature of Reporting Person Date
/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P. 10/23/2014
Signature of Reporting Person Date
/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P., the General Partner of Francisco Partners III, L.P. 10/23/2014
Signature of Reporting Person Date
/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P., the General Partner of Francisco Partners Parallel Fund III, L.P. 10/23/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held directly by Francisco Partners III, L.P. ("FP III"). Francisco Partners GP III, L.P. ("FP GP III LP") is the general partner of FP III. Francisco Partners GP IIIManagement, LLC ("FP GP III Mgmt"), the general partner of FP GP III LP, shares voting and dispositive power with respect to the securities held by FP III. Dipanjan Deb, David R.Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP III Mgmt, share voting and dispositive power with respect to the shares held by FP III. Such persons and entitiesdisclaim beneficial ownership of the securities held by FP III except to the extent of any pecuniary interest therein.
( 2 )The shares are held directly by Francisco Partners Parallel Fund III, L.P. ("FPPF III"). FP GP III LP is the general partner of FPPF III. FP GP III Mgmt, the general partner of FP GP III LP,shares voting and dispositive power with respect to the securities held by FPPF III. Messrs. Deb, Golob, Geeslin and Perlman, certain of the managers of FP GP III Mgmt, share voting anddispositive power with respect to the shares held by FPPF III. Such persons and entities disclaim beneficial ownership of the securities held by FPPF III except to the extent of any pecuniaryinterest therein.
( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.90 to $30.19, inclusive.
( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $30.43, inclusive.
( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $29.64, inclusive.

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. 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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