SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

UTAH VENTURES III LP

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Riverbed Technology, Inc. [ RVBD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	09/26/2006		C		4,686,603	A	⁽¹⁾	4,686,603	I⁽²⁾	See footnote⁽²⁾
Common Stock	09/26/2006		C		98,086	A	⁽¹⁾	4,784,689	I⁽³⁾	See footnote⁽³⁾
Common Stock	09/26/2006		C		1,176,561	A	⁽¹⁾	5,961,250	I⁽²⁾	See footnote⁽²⁾
Common Stock	09/26/2006		C		24,624	A	⁽¹⁾	5,985,874	I⁽³⁾	See footnote⁽³⁾
Common Stock	09/26/2006		C		367,024	A	⁽¹⁾	6,352,898	I⁽²⁾	See footnote⁽²⁾
Common Stock	09/26/2006		C		7,681	A	⁽¹⁾	6,360,579	I⁽³⁾	See footnote⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			4,686,603⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	4,686,603	$0	0	I⁽²⁾	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			98,086⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	98,086	$0	0	I⁽³⁾	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			1,176,561⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,176,561	$0	0	I⁽²⁾	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			24,624⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	24,624	$0	0	I⁽³⁾	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			367,024⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	367,024	$0	0	I⁽²⁾	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			7,681⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	7,681	$0	0	I⁽³⁾	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

UTAH VENTURES III LP

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

UTAH ENTREPRENEURS FUND III LP

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

UTAH VENTURE PARTNERS III LLC

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY, SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

UTAH ENTREPRENEUR PARTNERS III LLLC

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Dreyfous James

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wolfe Allan

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ledbetter Carl

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Huntsman Heidi

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. N/A. The securities were issued upon conversion of convertible preferred stock.

2. Shares are held directly by Utah Ventures III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake G. Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. except to the extent of his or her pecuniary interest therein.

3. Shares are held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake G. Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Entrepreneurs Fund III, L.P. Each of the managing members disclaims beneficial ownership of the shares held by Utah Entrepreneurs Fund III, L.P. except to the extent of his or her pecuniary interest therein.

4. These securities were automatically converted into Common Stock on a 1 to 1 basis upon the closing of the Issuer's initial public offering.

	/s/ James Dreyfous, Managing Member	09/26/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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