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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 | ||||||||
| Employee Stock Option (right to buy) | $ 12.66 | 02/12/2018 | D | 43,229 | (4) | 11/20/2022 | Common Stock | 43,229 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 19.62 | 02/12/2018 | D | 5,833 | (5) | 10/10/2023 | Common Stock | 5,833 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.13 | 02/12/2018 | D | 10,000 | (6) | 05/25/2026 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Honda Diane C/O BARRACUDA NETWORKS, INC. 3175 S. WINCHESTER BLVD. CAMPBELL, CA 95008 |
SVP HR, General Counsel & Sec. | |||
| /s/ Diane Honda | 02/14/2018 | |
| **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) | Pursuant to the Agreement and Plan of Merger between the Issuer, Project Deep Blue Holdings, LLC, and Project Deep Blue Merger Corp. dated November 26, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $27.55 in cash. |
| (2) | The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 7,500 RSUs vest in two equal annual installments beginning on May 1, 2018; (ii) 22,500 RSUs vest in three equal annual installments beginning on June 1, 2018; (iii) 50,000 RSUs vest in four equal annual installments beginning on June 1, 2018; (iv) 1,563 RSUs vest on July 1, 2018; and (v) 1,250 RSUs vest on November 1, 2018. |
| (3) | Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $2,281,498.10, which represents $27.55 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. |
| (4) | Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $643,679.81, which represents the difference between $27.55 and the exercise price of the option per share. |
| (5) | Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $46,255.69, which represents the difference between $27.55 and the exercise price of the option per share. |
| (6) | The option provided for vesting in sixteen equal quarterly installments beginning on August 25, 2016. Pursuant to the Merger Agreement, the 3,750 vested options were cancelled and converted into the right to receive a cash payment of $39,075.00 which represents the difference between $27.55 and the exercise price of the option per share. The remaining 6,250 unvested options were cancelled and converted into the contingent right to receive a cash payment of $65,125.00, which represents the difference between $27.55 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |