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^*

Levow Zachary S

(Last)

(First)

(Middle)

C/O BARACUDA NETWORKS, INC.

3175 S. WINCHESTER BLVD.

(Street)

CAMPBELL

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)
05/31/2017

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)
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	05/31/2017		A		25,000⁽¹⁾	A	$0	2,195,847⁽²⁾	D
Common Stock								211,912	I	By Trust⁽³⁾
Common Stock								28,963	I	By Spouse
Common Stock								131,602⁽⁴⁾	I	By Trust⁽⁵⁾
Common Stock								131,602⁽⁶⁾	I	By Trust⁽⁷⁾

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)

Explanation of Responses:

1. The reported securities are represented by restricted stock units which vest in four equal annual installments beginning on June 1, 2018.

2. Excludes 58,095 shares transferred to the Holly Levow 2015 Grantor Retained Annuity Trust dated October 1, 2015 (the "Holly Levow 2015 GRAT") for which Holly Levow serves as a Trustee, and 131,602 shares transferred to the Zachary Levow 2015 Grantor Retained Annuity Trust dated October 1, 2015 (the "Zach Levow 2015 GRAT") for which the Reporting Person serves as a trustee.

3. The shares are held directly by the Levow Family 2010 Irrevocable Trust, dated June 29, 2010 for which the Reporting Person serves as a trustee.

4. Includes 131,602 shares previously reported as held by the Reporting Person's spouse and have been transferred and are now held by the Holly Levow 2015 GRAT for which the Reporting Peron's spouse serves as a trustee.

5. The shares are held by the Holly Levow 2015 GRAT for which the Reporting Person's spouse serves as a trustee.

6. Includes 131,602 shares previously reported as held directly by the Zachary Levow and were transferred and are now held by the Zach Levow 2015 GRAT for which the Reporting Person serves as a Trustee.

7. The shares are held by the the Zach Levow 2015 GRAT for which the Reporting Person serves as a trustee.

Remarks:

	/s/ Diane Honda Attorney-in-Fact for Zachary S. Levow	06/02/2017
	** 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.
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