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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/02/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/02/2007		J(14)		81,170(14)	A	$31.97	1,021,613	I(1)	By Burn3(2)
Common Stock	05/02/2007		J(13)		4,318,586	D	$31.97	626,201	I(3)	By Accel VIII L.P.(4)
Common Stock	05/02/2007		J(13)		848,314	D	$31.97	123,007	I(5)	By Accel Internet Fund IV L.P.(6)
Common Stock	05/02/2007		J(13)		374,012	D	$31.97	54,232	I(7)	By Accel Investors 2002 L.L.C.(8)
Common Stock	05/02/2007		J(15)		78,525(15)	A	$31.97	631,781	I(9)	By Homestake Partners L.P.(10)
Common Stock	05/02/2007		J(11)		53,856(11)	A	$31.97	114,469	D(12)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SWARTZ JAMES R (Last) (First) (Middle) C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BURN3 LLC (Last) (First) (Middle) ACCEL PARTNERS 428 UNIVERSITY AVE (Street) PALO ALTO CA 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* HOMESTAKE PARTNERS LP (Last) (First) (Middle) C/O ACCEL PARNTERS 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 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 directly owned by Burn3 LLC.

2. 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.

3. Shares directly owned by Accel VIII L.P.

4. Shares are directly owned by Accel VIII L.P. Accel VIII Associates L.L.C. is the General Partner of Accel VIII L.P. and has the sole voting and investment power. James R. Swartz is a Managing Member of Accel VIII Associates L.L.C. and shares such powers. James R. Swartz disclaims beneficial ownership except to the extent of his pecuniary interest therein.

5. Shares directly owned by Accel Internet Fund IV L.P.

6. Shares are directly owned by Accel Internet Fund IV L.P. Accel VIII Associates L.L.C. is the General Partner of Accel Internet Fund IV L.P. and has the sole voting and investment power. James R. Swartz is a Managing Member of Accel VIII Associates L.L.C. and shares such powers. James R. Swartz disclaims beneficial ownership except to the extent of his pecuniary interest therein.

7. Shares directly owned by Accel Investors 2002 L.L.C.

8. Shares are directly owned by Accel Investors 2002 L.L.C. James R. Swartz is a Managing Member of Accel Investors 2002 L.L.C. and shares voting and investment power. James R. Swartz disclaims beneficial ownership except to the extent of his pecuniary interest therein.

9. Shares directly owned by Homestake Partners L.P.

10. Reporting Person is the general partner of Homestake Partners L.P.("HP") and exercises sole voting and investment power over the shares held by HP. Reporting Person disclaims beneficial ownership of the shares held by HP except to the extent of his pecuniary interest therein.

11. Received shares without additional consideration from Accel Investors 2002 L.L.C., Meritech Capital Affiliates II L.P. and Utah Entrepreneurs Fund III in pro rata distributions pursuant to partnership agreements.

12. Shares directly owned by James R. Swartz.

13. Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreements.

14. Received aggregate shares without additional consideration from Accel VIII L.P., Accel Internet Fund IV L.P., Accel Investors 2002 L.L.C. and Meritech Capital Affiliates II L.P. in pro rata distributions pursuant to partnership agreements.

15. Received aggregate shares without additional consideration from Accel VIII L.P., Accel Internet Fund IV L.P., Accel Investors 2002 L.L.C., Meritech Capital Affiliates II L.P. and Utah Ventures III in pro rata distributions pursuant to partnership agreements.

Remarks:

Two reporting persons, Burn3 LLC and Homestake Partners L.P., are no longer subject to Section 16.

	/s/ Tracy L. Sedlock, Attorney in Fact for all Reporting Persons	05/04/2007
	** 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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