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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Riverbed Technology, Inc. [ RVBD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/26/2006 | C | 1,963,330(4) | A | (2) | 9,783,877(4) | D(4)(5) | |||
Common Stock | 09/26/2006 | C | 626,201(4) | A | (2) | 10,410,078(4) | D(4)(5) | |||
Common Stock | 09/26/2006 | C | 504,029(6) | A | (2) | 504,029(6) | I(6) | By Burn3(6) | ||
Common Stock | 09/26/2006 | C | 239,235(6) | A | (2) | 743,264(6) | I(6) | By Burn3(6) | ||
Common Stock | 09/26/2006 | C | 186,596(6) | A | (2) | 929,860(6) | I(6) | By Burn3(6) | ||
Common Stock | 09/26/2006 | C | 59,514(6) | A | (2) | 989,374(6) | I(6) | By Burn3(6) | ||
Common Stock | 09/26/2006 | C | 252,015(7) | A | (2) | 252,015(7) | I(7) | By Homestake(7) | ||
Common Stock | 09/26/2006 | C | 119,617(7) | A | (2) | 371,632(7) | I(7) | By Homestake(7) | ||
Common Stock | 09/26/2006 | C | 93,297(7) | A | (2) | 464,929(7) | I(7) | By Homestake(7) | ||
Common Stock | 09/26/2006 | C | 29,757(7) | A | (2) | 494,686(7) | I(7) | By Homestake(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock | (2) | 09/26/2006 | C | 385,663 | (2) | (2) | Common Stock | 385,663 | $0 | 0 | D(1)(5) | ||||
Series C Convertible Preferred Stock | (2) | 09/26/2006 | C | 170,034 | (2) | (2) | Common Stock | 170,034 | $0 | 0 | D(3)(5) | ||||
Series C Convertible Preferred Stock | (2) | 09/26/2006 | C | 1,963,330 | (2) | (2) | Common Stock | 1,963,330 | $0 | 0 | D(4)(5) | ||||
Series C Convertible Preferred Stock | (2) | 09/26/2006 | C | 186,596 | (2) | (2) | Common Stock | 186,596 | $0 | 0 | I(6) | By Burn3(6) | |||
Series C Convertible Preferred Stock | (2) | 09/26/2006 | C | 93,297 | (2) | (2) | Common Stock | 93,297 | $0 | 0 | I(7) | By Home-stake(7) | |||
Series D Convertible Preferred Stock | (2) | 09/26/2006 | C | 123,007 | (2) | (2) | Common Stock | 123,007 | $0 | 0 | D(1)(5) | ||||
Series D Convertible Preferred Stock | (2) | 09/26/2006 | C | 54,232 | (2) | (2) | Common Stock | 54,232 | $0 | 0 | D(3)(5) | ||||
Series D Convertible Preferred Stock | (2) | 09/26/2006 | C | 626,201 | (2) | (2) | Common Stock | 626,201 | $0 | 0 | D(4)(5) | ||||
Series D Convertible Preferred Stock | (2) | 09/26/2006 | C | 59,514 | (2) | (2) | Common Stock | 59,514 | $0 | 0 | I(6) | By Burn3(6) | |||
Series D Convertible Preferred Stock | (2) | 09/26/2006 | C | 29,757 | (2) | (2) | Common Stock | 29,757 | $0 | 0 | I(7) | By Home-stake(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Shares are directly held by Accel Internet Fund IV L.P. |
2. The convertible preferred stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date. |
3. Shares are directly held by Accel Investors 2002 L.L.C. |
4. Shares are directly held by Accel VIII L.P. |
5. The general partner of Accel VIII L.P. and Accel Internet Fund IV L.P. is Accel VIII Associates L.L.C. and the managing members of the general partner and Accel Investors 2002 L.L.C. are James R. Swartz, James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta and J. Peter Wagner. Each of the managing members exercises shared voting and investment power over the shares held by the Accel entities. Each of the managing members disclaims beneficial ownership of the shares held by the Accel entities except to the extent of his or her pecuniary interest therein. |
6. Reporting Person is the manager of Burn3 L.L.C. ("Burn3") and exercises sole voting and investment power over the shares held by Burn3. Reporting Person disclaims beneficial ownership of the shares held by Burn3 except to the extent of his pecuniary interest therein. |
7. Reporting Person is the general partner of Homestake Partners L.P. ("Homestake") and exercises sole voting and investment power over the shares held by Homestake. Reporting Person disclaims beneficial ownership of the shares held by Homestake except to the extent of his pecuniary interest therein. |
Remarks: |
This is the fourth of four Forms 4 filed by the Reporting Persons on this date to report transactions occurring on September 26, 2006 because there are more than 10 joint filers and multiple transactions. Exhibit 99 Joint Filer Information |
/s/ Tracy L. Sedlock, Attorney-in-Fact for all Reporting Persons | 09/26/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |