Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOETZ JAMES J
   2. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [CUDA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3000 SAND HILL ROAD, SUITE 4-250		 3. Date of Earliest Transaction (Month/Day/Year)
11/12/2013
(Street)

MENLO PARK, CA 94025		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/12/2013   C   5,251,491 A (1) 6,213,980 I By Sequoia Capital Growth Fund III, LP (2)
Common Stock 11/12/2013   C   161,309 A (1) 211,016 I By Sequoia Capital Growth III Principals Fund, LLC (2)
Common Stock 11/12/2013   C   36,201 A (1) 46,736 I By Sequoia Capital Growth Partners III, LP (2)
Common Stock 11/12/2013   C   139,301 A (1) 180,214 I By Sequoia Capital Franchise Partners, L.P. (2)
Common Stock               100,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 11/12/2013   C     2,666,646   (1)   (1) Common Stock 2,666,646 $ 0 0 I By Sequoia Capital Growth Fund III, LP (2)
Series A Convertible Preferred Stock (1) 11/12/2013   C     130,590   (1)   (1) Common Stock 130,590 $ 0 0 I By Sequoia Capital Growth III Principals Fund LLC (2)
Series A Convertible Preferred Stock (1) 11/12/2013   C     29,397   (1)   (1) Common Stock 29,397 $ 0 0 I By Sequoia Capital Growth Partners III, LP (2)
Series A Convertible Preferred Stock (1) 11/12/2013   C     113,066   (1)   (1) Common Stock 113,066 $ 0 0 I By Sequoia Capital Franchise Partners, L.P. (2)
Series B Convertible Preferred Stock (1) 11/12/2013   C     2,584,845   (1)   (1) Common Stock 2,584,845 $ 0 0 I By Sequoia Capital Growth Fund III, LP (2)
Series B Convertible Preferred Stock (1) 11/12/2013   C     30,719   (1)   (1) Common Stock 30,719 $ 0 0 I By Sequoia Capital Growth III Principals Fund LLC (2)
Series B Convertible Preferred Stock (1) 11/12/2013   C     6,804   (1)   (1) Common Stock 6,804 $ 0 0 I By Sequoia Capital Growth Partners III, LP (2)
Series B Convertible Preferred Stock (1) 11/12/2013   C     26,235   (1)   (1) Common Stock 26,235 $ 0 0 I By Sequoia Capital Franchise Partners, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOETZ JAMES J
3000 SAND HILL ROAD, SUITE 4-250
MENLO PARK, CA 94025		   X   X    

Signatures

 /s/ Melinda Dunn, by power of attorney   11/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
(2) James J. Goetz is a managing member of SCGF III Management, LLC ("SCGF III Management"). SCGF III Management is the general partner of Sequoia Capital Growth Partners III, L.P. ("SCGP III") and Sequoia Capital Growth Fund III, L.P. ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). In addition, Mr. Goetz is a limited partner of Sequoia Capital Franchise Partners, L.P. ("SCFP"). By virtue of these relationships, Mr. Goetz may be deemed to share beneficial ownership of the shares held by SCGP III, SCGF III, SCG III and SCFP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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