SEC Form 4 · accession 0000899243-16-032177
BARRACUDA NETWORKS INC · CUDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 19, 2016
Accepted (ET)
Oct 21, 2016 · 6:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348334
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F5,F6,F7 | Oct 19, 2016 | J | 822,971 | $0.00 | D | 1,707,195 | I | See footnotes |
| Common StockF2,F4,F5,F6,F7 | Oct 19, 2016 | J | 9,193 | $0.00 | D | 19,069 | I | See footnotes |
| Common StockF3,F4,F5,F6,F7 | Oct 19, 2016 | J | 16,459 | $0.00 | A | 1,742,723 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These securities are directly held by Francisco Partners III, L.P. ("FP III").
- F2These securities are directly held by Francisco Partners Parallel Fund III, L.P. ("FPPF III").
- F3In connection with the transactions described in footnote 4 herein, FP III's pro rata distribution of Common Stock (as defined herein) included the disposition of Common Stock to Francisco Partners GP III, L.P ("FP GP III LP"). These securities include Common Stock directly held and beneficially owned by FP GP III LP.
- F4On October 19, 2016, each of FP III and FPPF III made pro rata distributions of common stock of Barracuda Networks, Inc., par value $0.001 per share ("Common Stock"), without any additional consideration, to their respective limited and general partners. The general partner of each FP III and FPPF III FP III is FP GP III LP. The general partner of FP GP III LP is Francisco Partners GP III Management, LLC ("FP GP III Mgmt", and collectively with FP III, FPPF III and FP GP III LP, "Francisco Partners").
- F5The managers of FP GP III Mgmt are Messrs. Benjamin H. Ball, Dipanjan Deb, Neil M. Garfinkel, Keith Geeslin, David R. Golob, Ezra Perlman, Andrew J. Kowal, Thomas L. Ludwig and Deep Shah, and the investment committee of FP GP III Mgmt consists of Messrs. Dipanjan Deb, Keith Geeslin, David R. Golob and Ezra Perlman (collectively, the "FP Managers").
- F6Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F7Each of such Francisco Partners entities and the FP Managers may be deemed to beneficially own the Common Stock beneficially owned by FP III and FPPF III directly or indirectly controlled by it, but each (other than FP III, FPPF III and FP GP III LP to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Following the transactions described herein, the Francisco Partners entities hold less than 10% of the Issuer's outstanding Common Stock, based on 52,303,252 shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.
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. Prior to the transactions described herein, the Reporting Persons 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.