UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Barracuda Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

068323 104

(CUSIP Number)

October 19, 2016

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☐	Rule 13d-1(c)

 

☒	Rule 13d-1(d)

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 068323 104		13G		Page 2 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,408,965 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,408,965 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,408,965 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.61% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 3 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners Fund A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   11,862 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   11,862 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,862 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.02% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 4 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   FP Annual Fund Investors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,621 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,621 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,621 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.01% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   OO

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 5 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,707,195 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,707,195 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,707,195 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   3.26% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 6 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners Parallel Fund III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   19,069 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   19,069 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,069 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.04% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 7 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,487,577 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,487,577 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,487,577 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.76% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   OO

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 8 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners Management, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,621 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,621 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,621 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.01% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 9 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners GP III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,742,723 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,742,723 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,742,723 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   3.33% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   PN

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 10 of 13 Pages

 

1		NAMES OF REPORTING PERSON:   Francisco Partners GP III Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,742,723 (See Item 4)
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,742,723 (See Item 4)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,742,723 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   3.33% (See Item 4)
12		TYPE OF REPORTING PERSON (See Instructions)   OO

All percentages set forth on the cover pages to this Schedule 13G/A and elsewhere were calculated based on 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

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CUSIP No. 068323 104		13G		Page 11 of 13 Pages

 

Item 1(a).

Name of Issuer:

Barracuda Networks, Inc. (the “Company”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

The Company’s principal executive officers are at 3175 S. Winchester Boulevard, Campbell, California, 95008.

 

Item 2(a).

Name of Person Filing:

This Schedule 13G/A is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: Francisco Partners, L.P. (“FP I”), Francisco Partners Fund A, L.P. (“FPFA”), FP Annual Fund Investors, LLC (“FPAFI”), Francisco Partners III, L.P. (“FP III”), Francisco Partners Parallel Fund III, L.P. (“FPPF III”), Francisco Partners GP, LLC (“FP GP LLC”), Francisco Partners Management, LP (“FPM LP”), Francisco Partners GP III, L.P. (“FP GP III LP”), and Francisco Partners GP III Management, LLC (“FP GP III Mgmt” and collectively with FP I, FPFA, FPAFI, FP III, FPPF III, FP GP LLC, FPM LP and FP GP III LP, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is c/o Francisco Partners, One Letterman Drive, Building C—Suite 410, San Francisco, California 94129.

 

Item 2(c).

Citizenship:

FP I, FPFA, FP III, FPPF III, FPM LP and FP GP III LP are limited partnerships organized under the laws of the State of Delaware. FPAFI, FP GP LLC and FP GP III Mgmt are limited liability companies organized under the laws of the State of Delaware.

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”).

 

Item 2(e).

CUSIP Number:

068323 104

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		☐		Broker or dealer registered under section 15 of the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78o).
(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)		☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

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CUSIP No. 068323 104		13G		Page 12 of 13 Pages

 

(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)		☐		Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not Applicable.

 

Item 4.

Ownership.

(a) - (b) Amount beneficially owned and percent of class:

(a) In the aggregate, the Reporting Persons beneficially own 4,232,921 shares of Common Stock, by virtue of the 2,408,965 shares of Common Stock directly held by FP I, the 11,862 shares of Common Stock directly held by FPFA, the 2,621 shares of Common Stock directly held by FPAFI, the 1,707,195 shares of Common Stock held by FP III, the 19,069 shares of Common Stock held by FPPF III, the 66,750 shares of Common Stock held by FP GP LLC and the 16,459 shares of Common Stock held by FP GP III LP.

FP GP LLC is the general partner of FP I and FPFA. FPM LP is the manager of FPAFI. FP GP III LP is the general partner of FP III and FPPF III, and FP GP III Mgmt is the general partner of FP GP III LP. The managers of FP GP LLC have the power, acting by majority vote, to vote or dispose of the shares held directly by FP I and FPFA. The managers of FP GP III Mgmt have the power, acting by majority vote, to vote or dispose of the shares held directly by FP III and FPPF III. The partners of FPM LP have the power, acting by majority vote, to vote or dispose of the shares held directly by FPAFI. As a result of these relationships, each of FP GP LLC, FP GP III LP, FP GP III Mgmt and FPM LP has shared voting and dispositive power with respect to the shares of Common Stock directly held by FP I, FPFA, FPAFI, FP III and FPPF III.

(b) In the aggregate, the Reporting Persons beneficially own 4,232,921 shares of Common Stock, or 8.09% of the total number of shares of Common Stock outstanding, by virtue of the 2,408,965 shares of Common Stock directly held by FP I, the 11,862 shares of Common Stock directly held by FPFA, the 2,621 shares of Common Stock directly held by FPAFI, the 1,707,195 shares of Common Stock held by FP III, the 19,069 shares of Common Stock held by FPPF III, the 66,750 shares of Common Stock held by FP GP LLC and the 16,459 shares of Common Stock held by FP GP III LP.

All percentages calculated in this Schedule 13G/A are based on an aggregate of 52,303,252 shares outstanding as disclosed in Barracuda Network, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016.

 

(c)	Number of shares as to which such person has:

 

(i)	sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.

 

(ii)	shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

 

(iii)

sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

 

(iv)	shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13G/A shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G/A.

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CUSIP No. 068323 104		13G		Page 13 of 13 Pages

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

See responses to items 4(a) and 4(b) above.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 25, 2016

 

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EXHIBIT A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Barracuda Networks, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

 

Date: October 25, 2016
				FRANCISCO PARTNERS, L.P.
				By:		Francisco Partners GP, LLC
				Its:		General Partner
				By:		/s/ David R. Golob
				Name:		David R. Golob
				Its:		Manager
				FRANCISCO PARTNERS FUND A, L.P.
				By:		Francisco Partners GP, LLC
				Its:		General Partner
				By:		/s/ David R. Golob
				Name:		David R. Golob
				Its:		Manager
				FP ANNUAL FUND INVESTORS, LLC
				By:		Francisco Partners Management, LP
				Its:		Manager
				By:		/s/ David R. Golob
				Name:		David R. Golob

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