Edgar Filing: BARRACUDA NETWORKS INC

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 ^*

Golob David R

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	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FRANCISCO PARTNERS MANAGEMENT, L.P., ONE LETTERMAN DRIVE, BUILDING C- STE 410

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2017

(Street)

SAN FRANCISCO, CA 94129

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/12/2017		J		2,649,398	D ⁽¹⁾	$ 0	12,043	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	01/12/2017		J		6,477	A ⁽²⁾	$ 0	18,520	I	See footnotes ⁽³⁾ ⁽⁴⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Golob David R C/O FRANCISCO PARTNERS MANAGEMENT, L.P. ONE LETTERMAN DRIVE, BUILDING C- STE 410 SAN FRANCISCO, CA 94129	X

Signatures

/s/ David R. Golob		01/17/2017
^**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)	On January 12, 2017, certain funds affiliated with Francisco Partners Management, L.P. (collectively, "Francisco Partners") 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.
(2)	In connection with the transactions described in footnote 1 herein, these distributions of Common Stock included the disposition of Common Stock to other funds affiliated with Francisco Partners and to Mr. Golob, Tyndall Investors, L.L.C., a limited liability company of which Mr. Golob is a member ("Tyndall"), or family trusts controlled by Mr. Golob.
(3)	These securities include Common Stock directly held and beneficially owned by Francisco Partners as well as the 14,856 shares of Common Stock either directly held or beneficially owned, through one or more family trusts, by Mr. Golob or by virtue of Mr. Golob's pro rata economic interest in Tyndall.
(4)	Mr. Golob, an officer of an affiliate of Francisco Partners, is a member of the board of directors of the Issuer. Mr. Golob disclaims beneficial ownership of any Common Stock of the Issuer that may be deemed to be beneficially owned by affiliates of Francisco Partners or by Tyndall except to the extent of his pecuniary interest therein.

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