SEC Form 4 · accession 0000899243-18-003970
BARRACUDA NETWORKS INC · CUDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dustin Driggs
Officer — Chief Financial Officer
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 7:21 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 StockF1 | Feb 12, 2018 | D | 9,060 | — | D | 93,563 | D | |
| Common StockF2,F3 | Feb 12, 2018 | D | 93,563 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $7.80 | Feb 12, 2018 | D | 5,000 | D | — | Mar 24, 2018 | Common Stock | 5,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $11.55 | Feb 12, 2018 | D | 2,781 | D | — | Nov 1, 2020 | Common Stock | 2,781 | 0 | D |
| Employee Stock Option (right to buy)F6 | $12.39 | Feb 12, 2018 | D | 41,668 | D | — | May 18, 2022 | Common Stock | 41,668 | 0 | D |
| Employee Stock Option (right to buy)F7 | $19.62 | Feb 12, 2018 | D | 10,000 | D | — | Oct 10, 2023 | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $17.13 | Feb 12, 2018 | D | 4,000 | D | — | May 25, 2026 | Common Stock | 4,000 | 0 | 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 reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 4,000 RSUs vest in two equal annual installments beginning on May 1, 2018; (ii) 3,000 RSUs vest in three equal annual installments beginning on June 1, 2018; (iii) 70,000 RSUs vest in four equal annual installments beginning on June 1, 2018; (iv) 313 RSUs vest on July 1, 2018; (v) 3,000 RSUs vest in three equal annual installments beginning on September 1, 2018; (vi) 500 RSUs vest on October 15, 2018; and (vii) 750 RSUs vest on December 1, 2018.
- F3Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $2,577,660.65, which represents $27.55 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- 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 $98,750.00, which represents the difference between $27.55 and the exercise price of the option per share.
- F5Shares 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 $44,496.00, which represents the difference between $27.55 and the exercise price of the option per share.
- F6Shares 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 $631,686.88, which represents the difference between $27.55 and the exercise price of the option per share.
- F7Shares 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 $79,300.00, which represents the difference between $27.55 and the exercise price of the option per share.
- F8The option provided for vesting in sixteen equal quarterly installments beginning on August 25, 2016. Pursuant to the Merger Agreement, the 1,500 vested options were cancelled and converted into the right to a cash payment of $15,630.00 which represents the difference between $27.55 and the exercise price of the option per share. The remaining 2,500 unvested options were cancelled and converted into the contingent right to receive a cash payment of $26,050.00, which represents the difference between $27.55 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.