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*
ALLEN JEFFRY R
(Last) (First) (Middle)
C/O BARRACUDA NETWORKS, INC.
3175 S. WINCHESTER BLVD.
(Street)
CAMPBELL CA 95008
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [ CUDA ] 		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)
02/12/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/12/2018 D 138,770 D (1) 9,617 I See footnote(2)
Common Stock 02/12/2018 D 9,617(3) D (4) 0 D
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
Stock Option (right to buy) $12.39 02/12/2018 D 50,000 (5) 05/18/2022 Common Stock 50,000 $0.00 0 D
Stock Option (right to buy) $24.85 02/12/2018 D 1,063 (6) 08/31/2024 Common Stock 1,063 $0.00 0 D
Stock Option (right to buy) $26.29 02/12/2018 D 1,045 (7) 08/31/2025 Common Stock 1,045 $0.00 0 D
Stock Option (right to buy) $19.03 02/12/2018 D 1,455 (8) 11/30/2025 Common Stock 1,455 $0.00 0 D
Stock Option (right to buy) $12.86 02/12/2018 D 2,155 (9) 02/28/2026 Common Stock 2,155 $0.00 0 D
Stock Option (right to buy) $17.21 02/12/2018 D 1,609 (10) 05/31/2026 Common Stock 1,609 $0.00 0 D
Stock Option (right to buy) $21.9 02/12/2018 D 11,330 (11) 08/10/2026 Common Stock 11,330 $0.00 0 D
Stock Option (right to buy) $23.2 02/12/2018 D 1,286 (12) 08/31/2026 Common Stock 1,286 $0.00 0 D
Stock Option (right to buy) $22.04 02/12/2018 D 1,375 (13) 11/30/2026 Common Stock 1,375 $0.00 0 D
Stock Option (right to buy) $23.66 02/12/2018 D 1,257 (14) 02/28/2027 Common Stock 1,257 $0.00 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger between the Issuer, Project Deep Blue Holdings, LLC, and Project Deep Blue Merger Corp. dated November 26, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $27.55 in cash.
2. The shares are held directly by The Jeffry & Terri Allen Revocable Trust dtd 1/29/02 for which the Reporting Person serves as a trustee.
3. The shares are represented by restricted stock units, or RSUs. Pursuant to the provisions of the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"), the RSUs vested in full immediately prior to the closing of the merger.
4. Pursuant to the Merger Agreement, the RSUs were cancelled and converted into the right to receive a cash payment of $264,948.35, which represents $27.55 for each outstanding unit.
5. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $758,000.00, which represents the difference between $27.55 and the exercise price of the option per share.
6. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $2,870.10 which represents the difference between $27.55 and the exercise price of the option per share.
7. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $1,316.70 which represents the difference between $27.55 and the exercise price of the option per share.
8. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $12,396.60 which represents the difference between $27.55 and the exercise price of the option per share.
9. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $31,656.95 which represents the difference between $27.55 and the exercise price of the option per share.
10. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $16,637.06 which represents the difference between $27.55 and the exercise price of the option per share.
11. Pursuant to the provisions of the 2012 Plan, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $64,014.50 which represents the difference between $27.55 and the exercise price of the option per share.
12. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $5,594.10 which represents the difference between $27.55 and the exercise price of the option per share.
13. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $7,576.25 which represents the difference between $27.55 and the exercise price of the option per share.
14. Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $4,889.73 which represents the difference between $27.55 and the exercise price of the option per share.
Remarks:
/s/ Diane Honda, by power of attorney 02/14/2018
** 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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