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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Faugno David   2. Issuer Name and Ticker or Trading Symbol BARRACUDA NETWORKS INC [CUDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O BARRACUDA NETWORKS, INC., 3175 S. WINCHESTER BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2014 (Street) CAMPBELL, CA 95008 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 02/18/2014   F   3,076 (1) D $ 34.26 551,922 (2) D   Common Stock               68,273 (3) I By Trust (4) Common Stock               74,168 (5) I By Trust (6) Common Stock               68,273 (7) I By Trust (8) Common Stock               74,168 (9) I By Trust (10) Common Stock               24,227 (11) I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Faugno David C/O BARRACUDA NETWORKS, INC. 3175 S. WINCHESTER BLVD. CAMPBELL, CA 95008			Chief Financial Officer

Signatures

/s/ Diane Honda, Attorney-in-Fact for David Faugno		02/20/2014
**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)	The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.
(2)	Includes 15,061 shares previously reported as held directly by the Drop Trust 2012 Two Year Annuity Trust for which the Reporting Person serves as a trustee (the "Drop Trust Two Year Annuity Trust") and 9,166 shares previously reported as held directly by the Drop Trust 2012 Three Year Annuity Trust for which the Reporting Person serves as a trustee (the "Drop Trust Three Year Annuity Trust") which were re-registered and are now held directly by the Reporting Person.
(3)	Excludes 15,061 shares previously reported as held directly by the Drop Trust Two Year Annuity Trust which were re-registered and are now held directly by the Reporting Person.
(4)	The shares are held directly by the Drop Trust Two Year Annuity Trust.
(5)	Excludes 9,166 shares previously reported as held directly by the Drop Trust Three Year Annuity Trust which were re-registered and are now held directly by the Reporting Person.
(6)	The shares are held directly by the Drop Trust 2012 Three Year Annuity Trust.
(7)	Excludes 15,061 shares previously reported as held directly by the Rock Trust 2012 Two Year Annuity Trust for which the Reporting Person's spouse serves as a trustee (the "Rock Trust Two Year Annuity Trust") which were re-registered and are now held directly by the Reporting Person's spouse.
(8)	The shares are held directly by the Rock Trust Two Year Annuity Trust.
(9)	Excludes 9,166 shares previously reported as held directly by the Rock Trust 2012 Three Year Annuity Trust for which the Reporting Person's spouse serves as a trustee (the "Rock Trust Three Year Annuity Trust") which were re-registered and are now held directly by the Reporting Person's spouse.
(10)	The shares are held directly by the Rock Trust Three Year Annuity Trust.
(11)	Includes 15,061 shares previously reported as held directly by the Rock Trust Two Year Annuity Trust and 9,166 shares previously held by the Rock Trust Three Year Annuity Trust which were re-registered and are now held directly by the Reporting Person's spouse.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.