FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/05/2013 |
3. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [ CUDA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 962,489 | I | By Sequoia Capital Growth Fund III, LP(1) |
Common Stock | 49,707 | I | By Sequoia Capital Growth III Principals Fund, LLC(1) |
Common Stock | 10,535 | I | By Sequoia Capital Growth Partners III, LP(1) |
Common Stock | 40,913 | I | By Sequoia Capital Franchise Partners, L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 2,666,646 | (2) | I | By Sequoia Capital Growth Fund III, LP(1) |
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 130,590 | (2) | I | By Sequoia Capital Growth III Principals Fund, LLC(1) |
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 29,397 | (2) | I | By Sequoia Capital Growth Partners III, LP(1) |
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 113,066 | (2) | I | By Sequoia Capital Franchise Partners, L.P. |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 2,584,845 | (2) | I | By Sequoia Capital Growth Fund III, LP(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 30,719 | (2) | I | By Sequoia Capital Growth III Principals Fund, LLC(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 6,804 | (2) | I | By Sequoia Capital Growth Partners III, LP(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 26,235 | (2) | I | By Sequoia Capital Franchise Partners, L.P.(1) |
Explanation of Responses: |
1. James J. Goetz is a managing member of SCGF III Management, LLC ("SCGF III Management"). SCGF III Management is the general partner of Sequoia Capital Growth Partners III, L.P. ("SCGP III") and Sequoia Capital Growth Fund III, L.P. ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). In addition, Mr. Goetz is a limited partner of Sequoia Capital Franchise Partners, L.P. ("SCFP"). By virtue of these relationships, Mr. Goetz may be deemed to share beneficial ownership of the shares held by SCGP III, SCGF III, SCG III and SCFP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
2. Each share of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Melinda Dunn, by power of attorney for James Goetz | 11/05/2013 | |
** 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 5 (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. |