Edgar Filing: BARRACUDA NETWORKS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Francisco Partners GP, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2013

3. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [CUDA]

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE,Â BUILDING C, SUITE 410

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94129

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,143,075	I	See footnote ⁽¹⁾
Common Stock	5,629	I	See footnote ⁽²⁾
Common Stock	722	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	6,245,946	$ ⁽⁴⁾	I	See footnote ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	30,756	$ ⁽⁴⁾	I	See footnote ⁽²⁾
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	4,707	$ ⁽⁴⁾	I	See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Francisco Partners GP, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO,Â CAÂ 94129	Â	Â X	Â	Â
Francisco Partners, LP ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO,Â CAÂ 94129	Â	Â X	Â	Â
Francisco Partners Fund A, L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO,Â CAÂ 94129	Â	Â X	Â	Â
Francisco Partners Management, LP ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO,Â CAÂ 94129	Â	Â X	Â	Â
FP Annual Fund Investors, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO,Â CAÂ 94129	Â	Â X	Â	Â

Signatures

/s/ David R. Golob, a Manager of Francisco Partners GP, LLC		11/05/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners, L.P.		11/05/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners Fund A, L.P.		11/05/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Partner of Francisco Partners Management, LP		11/05/2013
^**Signature of Reporting Person		Date
/s/ David R. Golob, a Partner of Francisco Partners Management, LP, the Manager of FP Annual Fund Investors, LLC		11/05/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 shares are held directly by Francisco Partners, L.P. ("FP I"). Francisco Partners GP, LLC ("FP GP LLC"), the general partner of FP I, shares voting and dispositive power with respect to the securities held by FP I. Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FP I. Such persons and entities disclaim beneficial ownership of the securities held by FP I except to the extent of any pecuniary interest therein.
(2)	The shares are held directly by Francisco Partners Fund A, L.P. ("FPFA"). FP GP LLC, the general partner of FPFA, shares voting and dispositive power with respect to the securities held by FPFA. Messrs. Deb, Golob, Geeslin and Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FPFA. Such persons and entities disclaim beneficial ownership of the securities held by FPFA except to the extent of any pecuniary interest therein.
(3)	The shares are held directly by FP Annual Fund Investors, LLC ("FPAFI"). Francisco Partners Management, LP ("FPM LP"), the manager of FPAFI, shares voting and dispositive power with respect to the securities held by FPAFI. Messrs. Deb, Golob, Geeslin and Perlman, certain of the partners of FPM LP, share voting and dispositive power with respect to the shares held by FPAFI. Such persons and entities disclaim beneficial ownership of the securities held by FPAFI except to the extent of any pecuniary interest therein.
(4)	Each share of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
Â Remarks: ThisÂ reportÂ isÂ oneÂ ofÂ fourÂ reports,Â eachÂ onÂ aÂ separateÂ FormÂ 3,Â butÂ relatingÂ toÂ theÂ sameÂ transactionÂ beingÂ filedÂ byÂ theÂ FranciscoÂ PartnersÂ andÂ certainÂ ofÂ itsÂ affiliatedÂ fundsÂ andÂ partners. TheÂ ReportingÂ PersonsÂ mayÂ beÂ deemedÂ toÂ be,Â butÂ doÂ notÂ concedeÂ toÂ being,Â membersÂ ofÂ aÂ groupÂ holdingÂ overÂ 10%Â ofÂ theÂ outstandingÂ commonÂ stockÂ ofÂ theÂ IssuerÂ forÂ purposesÂ ofÂ SectionÂ 13(d)(3)Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934.

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