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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Francisco Partners GP, LLC C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129 |
X | |||
| Francisco Partners, LP C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129 |
X | |||
| Francisco Partners Fund A, L.P. C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129 |
X | |||
| FRANCISCO PARTNERS GP, LLC, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager | 10/21/2016 | |
| **Signature of Reporting Person | Date | |
| FRANCISCO PARTNERS, L.P., By: Francisco Partners GP, LLC, its general partner, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager | 10/21/2016 | |
| **Signature of Reporting Person | Date | |
| FRANCISCO PARTNERS FUND A, L.P., By: Francisco Partners GP, LLC, its general partner, By: /s/ David R. Golob, Name: David R. Golob, Title: Manager | 10/21/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | These securities are directly held by Francisco Partners, L.P. ("FP I"). |
| (2) | These securities are directly held by Francisco Partners Fund A, L.P. ("FPFA"). |
| (3) | In connection with the transactions described in footnote 4 herein, FPFA's pro rata distribution of Common Stock (as defined herein) included the disposition of Common Stock to Francisco Partners GP, LLC ("FP GP LLC" and collectively with FP I and FPFA, "Francisco Partners"). These securities include Common Stock directly held and beneficially owned by FP GP LLC. |
| (4) | On October 19, 2016, each of FP I and FPFA made pro rata distributions of common stock of Barracuda Networks, Inc., par value $0.001 per share ("Common Stock"), without any additional consideration, to their respective limited and general partners. The general partner of each of FP I and FPFA is FP GP LLC. |
| (5) | The managers of FP GP LLC are Messrs. Benjamin H. Ball, Dipanjan Deb, Neil M. Garfinkel, Keith Geeslin and David R. Golob and the investment committee of FP GP LLC consists of Messrs. Dipanjan Deb, Keith Geeslin, David R. Golob and Ezra Perlman (collectively, the "FP Managers"). |
| (6) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| (7) | Each of such Francisco Partners entities and the FP Managers may be deemed to beneficially own the Common Stock beneficially owned by FP III and FPPF III directly or indirectly controlled by it, but each (other than FP I, FPFA and FP GP LLC to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Following the transactions described herein, the Francisco Partners entities hold less than 10% of the Issuer's outstanding Common Stock, based on 52,303,252 shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 31, 2016, filed with the Commission on October 11, 2016. |
| Remarks: This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by Francisco Partners and certain of its affiliated funds and partners. Prior to the transactions described herein, the Reporting Persons may be deemed to be, but does not concede to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. | |