SEC Form 4 · accession 0000899243-18-003983

BARRACUDA NETWORKS INC · CUDA

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

Reporting owner

Jeffry R Allen

Director

Period of report

Feb 12, 2018

Accepted (ET)

Feb 14, 2018 · 7:29 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,F2	Feb 12, 2018	D	138,770	—	D	9,617	I	See footnote
Common Stock^F3,F4	Feb 12, 2018	D	9,617	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F5	$12.39	Feb 12, 2018	D	50,000	D	—	May 18, 2022	Common Stock	50,000	D
Stock Option (right to buy)^F6	$24.85	Feb 12, 2018	D	1,063	D	—	Aug 31, 2024	Common Stock	1,063	D
Stock Option (right to buy)^F7	$26.29	Feb 12, 2018	D	1,045	D	—	Aug 31, 2025	Common Stock	1,045	D
Stock Option (right to buy)^F8	$19.03	Feb 12, 2018	D	1,455	D	—	Nov 30, 2025	Common Stock	1,455	D
Stock Option (right to buy)^F9	$12.86	Feb 12, 2018	D	2,155	D	—	Feb 28, 2026	Common Stock	2,155	D
Stock Option (right to buy)^F10	$17.21	Feb 12, 2018	D	1,609	D	—	May 31, 2026	Common Stock	1,609	D
Stock Option (right to buy)^F11	$21.90	Feb 12, 2018	D	11,330	D	—	Aug 10, 2026	Common Stock	11,330	D
Stock Option (right to buy)^F12	$23.20	Feb 12, 2018	D	1,286	D	—	Aug 31, 2026	Common Stock	1,286	D
Stock Option (right to buy)^F13	$22.04	Feb 12, 2018	D	1,375	D	—	Nov 30, 2026	Common Stock	1,375	D
Stock Option (right to buy)^F14	$23.66	Feb 12, 2018	D	1,257	D	—	Feb 28, 2027	Common Stock	1,257	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.
F10Shares 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 $16,637.06 which represents the difference between $27.55 and the exercise price of the option per share.
F11Pursuant to the provisions of the 2012 Plan, 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 $64,014.50 which represents the difference between $27.55 and the exercise price of the option per share.
F12Shares 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 $5,594.10 which represents the difference between $27.55 and the exercise price of the option per share.
F13Shares 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 $7,576.25 which represents the difference between $27.55 and the exercise price of the option per share.
F14Shares 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 $4,889.73 which represents the difference between $27.55 and the exercise price of the option per share.
F2The shares are held directly by The Jeffry & Terri Allen Revocable Trust dtd 1/29/02 for which the Reporting Person serves as a trustee.
F3The shares are represented by restricted stock units, or RSUs. Pursuant to the provisions of the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"), the RSUs vested in full immediately prior to the closing of the merger.
F4Pursuant to the Merger Agreement, the RSUs were cancelled and converted into the right to receive a cash payment of $264,948.35, which represents $27.55 for each outstanding unit.
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 $758,000.00, 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 $2,870.10 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 $1,316.70 which represents the difference between $27.55 and the exercise price of the option per share.
F8Shares 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 $12,396.60 which represents the difference between $27.55 and the exercise price of the option per share.
F9Shares 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 $31,656.95 which represents the difference between $27.55 and the exercise price of the option per share.