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^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)

X	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		1,041,753⁽¹⁾	A	⁽²⁾	1,041,753⁽¹⁾	D⁽¹⁾⁽⁵⁾
Common Stock	09/26/2006		C		494,462⁽¹⁾	A	⁽²⁾	1,536,215⁽¹⁾	D⁽¹⁾⁽⁵⁾
Common Stock	09/26/2006		C		385,663⁽¹⁾	A	⁽²⁾	1,921,878⁽¹⁾	D⁽¹⁾⁽⁵⁾
Common Stock	09/26/2006		C		123,007⁽¹⁾	A	⁽²⁾	2,044,885⁽¹⁾	D⁽¹⁾⁽⁵⁾
Common Stock	09/26/2006		C		459,297⁽³⁾	A	⁽²⁾	459,297⁽³⁾	D⁽³⁾⁽⁵⁾
Common Stock	09/26/2006		C		218,002⁽³⁾	A	⁽²⁾	677,299⁽³⁾	D⁽³⁾⁽⁵⁾
Common Stock	09/26/2006		C		170,034⁽³⁾	A	⁽²⁾	847,333⁽³⁾	D⁽³⁾⁽⁵⁾
Common Stock	09/26/2006		C		54,232⁽³⁾	A	⁽²⁾	901,565⁽³⁾	D⁽³⁾⁽⁵⁾
Common Stock	09/26/2006		C		5,303,346⁽⁴⁾	A	⁽²⁾	5,303,346⁽⁴⁾	D⁽⁴⁾⁽⁵⁾
Common Stock	09/26/2006		C		2,517,201⁽⁴⁾	A	⁽²⁾	7,820,547⁽⁴⁾	D⁽⁴⁾⁽⁵⁾

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 A Convertible Preferred Stock	⁽²⁾	09/26/2006		C			1,041,753	⁽²⁾	⁽²⁾	Common Stock	1,041,753	$0	0	D⁽¹⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾	09/26/2006		C			459,297	⁽²⁾	⁽²⁾	Common Stock	459,297	$0	0	D⁽³⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾	09/26/2006		C			5,303,346	⁽²⁾	⁽²⁾	Common Stock	5,303,346	$0	0	D⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁾	09/26/2006		C			504,029	⁽²⁾	⁽²⁾	Common Stock	504,029	$0	0	I⁽⁶⁾	By Burn3⁽⁶⁾
Series A Convertible Preferred Stock	⁽²⁾	09/26/2006		C			252,015	⁽²⁾	⁽²⁾	Common Stock	252,015	$0	0	I⁽⁷⁾	By Home-stake⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	09/26/2006		C			494,462	⁽²⁾	⁽²⁾	Common Stock	494,462	$0	0	D⁽¹⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	09/26/2006		C			218,002	⁽²⁾	⁽²⁾	Common Stock	218,002	$0	0	D⁽³⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	09/26/2006		C			2,517,201	⁽²⁾	⁽²⁾	Common Stock	2,517,201	$0	0	D⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	09/26/2006		C			239,235	⁽²⁾	⁽²⁾	Common Stock	239,235	$0	0	I⁽⁶⁾	By Burn3⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	09/26/2006		C			119,617	⁽²⁾	⁽²⁾	Common Stock	119,617	$0	0	I⁽⁷⁾	By Home-stake⁽⁷⁾

1. Name and Address of Reporting Person^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HOMESTAKE PARTNERS LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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^*

BURN3 LLC

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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. 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 third of four Forms 4 filed by the Reporting Person 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).
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