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^*

McCanne Steven

(Last)

(First)

(Middle)

C/O RIVERBED TECHNOLOGY, INC.

199 FREMONT STREET

(Street)

SAN FRANCISCO

94105

(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
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008

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	04/30/2008		S⁽¹⁾		2,000⁽²⁾	D	$13.5915⁽²⁾	4,409	I	By Trust⁽³⁾
Common Stock	04/30/2008		S⁽⁴⁾		2,000⁽⁵⁾	D	$13.589⁽⁵⁾	4,409	I	By Trust⁽⁶⁾
Common Stock	04/30/2008		S⁽⁷⁾		89,000⁽⁸⁾⁽⁹⁾	D	$13.5187⁽⁸⁾⁽⁹⁾	4,567,000	I	By Trust⁽¹⁰⁾
Common Stock	05/01/2008		M		35,000	A	$6	35,000	D
Common Stock	05/01/2008		S⁽¹¹⁾		35,000⁽¹²⁾⁽¹³⁾	D	$13.6986⁽¹²⁾⁽¹³⁾	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)
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)
Non-Qualified Stock Option (right to buy)	$6	05/01/2008		M			35,000	⁽¹⁴⁾	04/30/2016	Common Stock	35,000	$0	260,000	D

Explanation of Responses:

1. Sales effected pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2006 and amended on June 12, 2007 by Steven McCanne, Trustee of the McCanne K Trust u/a/d 7/21/00.

2. Sale price reflected here is an average of sales prices ranging from $13.51 to $13.74, consisting of the following: 500 shares at $13.51, 200 shares at $13.53, 100 shares at $13.58, 600 shares at $13.60, 500 share at $13.66, 100 shares at $13.74.

3. Shares held directly by Steven McCanne, Trustee of the McCanne K Trust u/a/d 7/21/00.

4. Sales effected pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2006 and amended on June 12, 2007 by Steven McCanne, Trustee of the Steven McCanne Revocable Trust u/a/d 11/29/00.

5. Sale price reflected here is an average of sales prices ranging from $13.50 to $13.74, consisting of the following: 100 shares at $13.50, 400 shares at $13.51, 200 shares at $13.53, 100 shares at $13.54, 600 shares at $13.60, 500 shares at $13.66, 100 shares at $13.74.

6. Shares held directly by Steven McCanne, Trustee of the Steven McCanne Revocable Trust u/a/d 11/29/00.

7. Sales effected pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2006 and amended on June 12, 2007 by Steven McCanne and Tamara R. White, Trustees of the McCanne Family Trust dated July 8, 2002 and successor Trustees thereunder.

8. Sale price reflected here is an average of sales prices ranging from $13.45 to $13.75, consisting of the following: 2,300 shares at $13.45, 3,795 shares at $13.46, 5,449 shares at $13.47, 3,783 shares at $13.48, 16,954 shares at $13.49, 6,819 shares at $13.50, 10,468 shares at $13.51, 8,032 shares at $13.52, 6,498 shares at $13.53, 2,602 shares at $13.54, 6,200 shares at $13.55, 3,500 shares at $13.56, 5,100 shares at $13.57, 200 shares at $13.58, 300 shares at $13.59, 1,475 shares at $13.60, 2,725 shares at $13.61, 500 shares at $13.62, 1,400 shares at $13.63, 300 shares at $13.65, 100 shares at $13.66, 100 shares at $13.67, 21 shares at $13.68 (continued on footnote 9).

9. (continued from footnote 8): 71 shares at $13.69, 8 shares at $13.70, 100 shares at $13.74, 200 shares at $13.75.

10. Shares held directly by Steven McCanne and Tamara R. White, Trustees of the McCanne Family Trust dated July 8, 2002 and successor Trustees thereunder.

11. Sales effected pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2007 by the Reporting Person.

12. Sale price reflected here is an average of sales prices ranging from $13.37 to $13.84, consisting of the following: 300 shares at $13.37, 500 shares at $13.39, 700 shares at $13.42, 300 shares at $13.44, 65 shares at $13.46, 200 shares at $13.47, 600 shares at $13.48, 800 shares at $13.49, 835 shares at $13.50, 1,700 shares at $13.51, 1,400 shares at $13.52, 400 shares at $13.53, 200 shares at $13.54, 300 shares at $13.55, 200 shares at $13.56, 200 shares at $13.57, 100 shares at $13.58 (continued on footnote 13).

13. (continued from footnote 12): 400 shares at $13.59, 2 shares at 13.60, 198 shares at $13.61, 600 shares at $13.63, 400 shares at $13.69, 500 shares at $13.71, 2,200 shares at $13.72, 700 shares at $13.73, 500 shares at $13.74, 3,100 shares at $13.75, 4,100 shares at $13.76, 3,500 shares at $13.77, 1,100 shares at $13.79, 900 shares at $13.80, 2,900 shares at $13.81, 1,400 shares at $13.82, 3,000 shares at $13.83, 700 shares at $13.84.

14. Option becomes exercisable in monthly installments over a period of 48 months of continuous service after May 1, 2006.

	By: Brett Nissenberg as Attorney-in-Fact for: Steven McCanne	05/02/2008
	** 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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