SEC Form 4 · accession 0000899243-18-003965

BARRACUDA NETWORKS INC · CUDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William D Jenkins Jr.

Officer — President and CEO · Director

Period of report

Feb 12, 2018

Accepted (ET)

Feb 14, 2018 · 7:19 pm EST

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 Stock^F1	Feb 12, 2018	D	308,342	—	D	245,000	D
Common Stock^F2,F3	Feb 12, 2018	D	245,000	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F4	$12.66	Feb 12, 2018	D	680,000	D	—	Oct 31, 2022	Common Stock	680,000	D
Employee Stock Option (right to buy)^F5	$27.22	Feb 12, 2018	D	100,000	D	—	Aug 8, 2024	Common Stock	100,000	D
Employee Stock Option (right to buy)^F6	$17.13	Feb 12, 2018	D	20,000	D	—	May 25, 2026	Common Stock	20,000	D

Explanation of responses

F1Pursuant 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.
F2The shares are represented by restricted stock units, or RSUs. Pursuant to the terms of the offer letter agreement between the Reporting Person and the Issuer dated June 7, 2013 (the "Offer Letter"), the RSUs vested in full immediately prior to the closing of the merger.
F3Pursuant to the Merger Agreement, the RSUs were cancelled and converted into the right to receive a cash payment of $6,749,750.00, which represents $27.55 for each outstanding unit.
F4Shares 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 $10,125,200.00, which represents the difference between $27.55 and the exercise price of the option per share.
F5Pursuant to the terms of the Offer Letter, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $33,000.00 which represents the difference between $27.55 and the exercise price of the option per share.
F6Pursuant to the terms of the Offer Letter, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $208,400.00 which represents the difference between $27.55 and the exercise price of the option per share.