Sec Form 4 Filing - Levow Zachary S @ BARRACUDA NETWORKS INC - 2017-05-31

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 Levow Zachary S 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) C/O BARACUDA NETWORKS, INC., 3175 S. WINCHESTER BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2017 (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 05/31/2017 A 25,000 ( 1 ) A $ 0 2,195,847 ( 2 ) D Common Stock 211,912 I By Trust ( 3 ) Common Stock 28,963 I By Spouse Common Stock 131,602 ( 4 ) I By Trust ( 5 ) Common Stock 131,602 ( 6 ) 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 Levow Zachary S C/O BARACUDA NETWORKS, INC. 3175 S. WINCHESTER BLVD. CAMPBELL, CA95008 X Signatures /s/ Diane Honda Attorney-in-Fact for Zachary S. Levow 06/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are represented by restricted stock units which vest in four equal annual installments beginning on June 1, 2018. ( 2 )Excludes 58,095 shares transferred to the Holly Levow 2015 Grantor Retained Annuity Trust dated October 1, 2015 (the "Holly Levow 2015 GRAT") for which Holly Levow serves as a Trustee, and 131,602 shares transferred to the Zachary Levow 2015 Grantor Retained Annuity Trust dated October 1, 2015 (the "Zach Levow 2015 GRAT") for which the Reporting Person serves as a trustee. ( 3 )The shares are held directly by the Levow Family 2010 Irrevocable Trust, dated June 29, 2010 for which the Reporting Person serves as a trustee. ( 4 )Includes 131,602 shares previously reported as held by the Reporting Person's spouse and have been transferred and are now held by the Holly Levow 2015 GRAT for which the Reporting Peron's spouse serves as a trustee. ( 5 )The shares are held by the Holly Levow 2015 GRAT for which the Reporting Person's spouse serves as a trustee. ( 6 )Includes 131,602 shares previously reported as held directly by the Zachary Levow and were transferred and are now held by the Zach Levow 2015 GRAT for which the Reporting Person serves as a Trustee. ( 7 )The shares are held by the the Zach Levow 2015 GRAT 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).

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