Sec Form 4 Filing - Drako Dean M @ BARRACUDA NETWORKS INC - 2016-01-04

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
Drako Dean M
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 BARRACUDA NETWORKS, INC., 3175 S. WINCHESTER BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2016
(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 12/01/2015 G V 50,000 D $ 0 2,937,111 I By Trust ( 1 )
Common Stock 01/04/2016 S 12,889 D $ 18.37 ( 2 ) 2,924,222 I By Trust ( 1 )
Common Stock 01/05/2016 S 37,111 D $ 18.02 ( 3 ) 2,887,111 I By Trust ( 1 )
Common Stock 01/04/2016 S 12,889 D $ 18.37 ( 2 ) 2,357,060 I By Trust ( 4 )
Common Stock 01/05/2016 S 37,111 D $ 18.02 ( 3 ) 2,319,949 I By Trust ( 4 )
Common Stock 2,276,533 I By Trust ( 5 )
Common Stock 240,000 I By Trust ( 6 )
Common Stock 116,667 I By Trust ( 7 )
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
Drako Dean M
C/O BARRACUDA NETWORKS, INC.
3175 S. WINCHESTER BLVD.
CAMPBELL, CA95008
X
Signatures
/s/ Diane Honda Attorney-in-Fact for Dean M. Drako 01/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held directly by the Drako Trust F for which the Reporting Person serves as a trustee.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.14 to $18.65 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.71 to $18.65, inclusive.
( 4 )The shares are held directly by the Dean M. Drako Living Trust for which the Reporting Person serves as a trustee.
( 5 )The shares are held directly by the DD Investment Management Trust A for which the Reporting Person serves as trustee.
( 6 )The shares are held directly by the DD Investment Trust B for which the Reporting Person serves as a trustee.
( 7 )The shares are held directly by the DD Investment Trust A for which the Reporting Person serves as a trustee.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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