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 *
KISPERT JOHN H
   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 BARRACUDA NETWORKS, INC., 3175 S. WINCHESTER BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2018
(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 02/12/2018   D   2,627 D (1) 9,164 D  
Common Stock 02/12/2018   D   9,164 (2) D (3) 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 21.9 02/12/2018   D     11,330   (4) 08/10/2026 Common Stock 11,330 $ 0 0 D  
Stock Option (right to buy) $ 23.2 02/12/2018   D     742   (5) 08/31/2026 Common Stock 742 $ 0 0 D  
Stock Option (right to buy) $ 22.04 02/12/2018   D     794   (6) 11/30/2026 Common Stock 794 $ 0 0 D  
Stock Option (right to buy) $ 23.66 02/12/2018   D     725   (7) 02/28/2027 Common Stock 725 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KISPERT JOHN H
C/O BARRACUDA NETWORKS, INC.
3175 S. WINCHESTER BLVD.
CAMPBELL, CA 95008		   X      

Signatures

 /s/ Diane Honda, by power of attorney   02/14/2018
**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) 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 shares are represented by restricted stock units, or RSUs. Pursuant to the provisions of the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"), the RSUs vested in full immediately prior to the closing of the merger.
(3) Pursuant to the Merger Agreement, the RSUs were cancelled and converted into the right to receive a cash payment of $252,468.20, which represents $27.55 for each outstanding unit.
(4) Pursuant to the provisions of the 2012 Plan, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $64,014.50 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 $3,227.70, which represents the difference between $27.55 and the exercise price of the option per share.Pursuant to the provisions of the 2012 Plan, the option vested in full immediately prior to the closing of the merger.
(6) 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 $4,374.94, which represents the difference between $27.55 and the exercise price of the option per share.
(7) 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 $2,820.25, which represents the difference between $27.55 and the exercise price of the option per share.

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