SEC Form 4 · accession 0001209191-15-036584

Riverbed Technology, Inc. · RVBD

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

Reporting owner

Jerry M Kennelly

Officer — Chairman and CEO · Director

Period of report

Apr 24, 2015

Accepted (ET)

Apr 28, 2015 · 2:49 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001357326

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Apr 24, 2015	D	2,585,834	—	D	0	I	by Kennelly Ptrs LP
Common Stock^F1	Apr 24, 2015	D	980,152	—	D	791,277	D
Common Stock^F3	Apr 24, 2015	D	329,788	—	D	461,489	D
Common Stock^F4	Apr 24, 2015	D	385,989	—	D	75,500	D
Common Stock^F5	Apr 24, 2015	D	75,500	—	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
Stock Option (right to buy)^F6	$7.19	Apr 24, 2015	D	216,662	D	—	Apr 30, 2015	Common Stock	216,662	0	D

Explanation of responses

F1Disposed of pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
F2Shares held directly by Kennelly Partners, L.P. Reporting Person and his wife are the general partners of Kennelly Partners, L.P. Reporting Person disclaims beneficial ownership of the common stock held by the partnership except to the extent of his pecuniary interest therein.
F3Represents the disposition of RSUs, which provided for vesting in 100% on December 31, 2015, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
F4Represents the disposition of RSUs, which provided for vesting in 100% on December 31, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
F5Represents the disposition of RSUs, which provided for vesting in three equal annual installments on February 15 of each year beginning February 15, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
F6This option originally granted in the amount of 866,666 shares, which provided for vesting in equal monthly installments for 48 months following May 1, 2008, was cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment representing the difference between $21 per share and the option exercise price.