SEC Form 4 · accession 0000899243-18-003981

BARRACUDA NETWORKS INC · CUDA

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

Reporting owner

Diane Honda

Officer — SVP HR, General Counsel & Sec.

Period of report

Feb 12, 2018

Accepted (ET)

Feb 14, 2018 · 7:27 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	8,252	—	D	82,813	D
Common Stock^F2,F3	Feb 12, 2018	D	82,813	—	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	43,229	D	—	Nov 20, 2022	Common Stock	43,229	D
Employee Stock Option (right to buy)^F5	$19.62	Feb 12, 2018	D	5,833	D	—	Oct 10, 2023	Common Stock	5,833	D
Employee Stock Option (right to buy)^F6	$17.13	Feb 12, 2018	D	10,000	D	—	May 25, 2026	Common Stock	10,000	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 reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 7,500 RSUs vest in two equal annual installments beginning on May 1, 2018; (ii) 22,500 RSUs vest in three equal annual installments beginning on June 1, 2018; (iii) 50,000 RSUs vest in four equal annual installments beginning on June 1, 2018; (iv) 1,563 RSUs vest on July 1, 2018; and (v) 1,250 RSUs vest on November 1, 2018.
F3Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $2,281,498.10, 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 $643,679.81, 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 $46,255.69, which represents the difference between $27.55 and the exercise price of the option per share.
F6The option provided for vesting in sixteen equal quarterly installments beginning on August 25, 2016. Pursuant to the Merger Agreement, the 3,750 vested options were cancelled and converted into the right to receive a cash payment of $39,075.00 which represents the difference between $27.55 and the exercise price of the option per share. The remaining 6,250 unvested options were cancelled and converted into the contingent right to receive a cash payment of $65,125.00, 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.