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^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2013

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)
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	11/12/2013		C		5,251,491	A	⁽¹⁾	6,213,980	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Common Stock	11/12/2013		C		161,309	A	⁽¹⁾	211,016	I	By Sequoia Capital Growth III Principals Fund, LLC⁽²⁾
Common Stock	11/12/2013		C		36,201	A	⁽¹⁾	46,736	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Common Stock	11/12/2013		C		1,021,534	A	⁽¹⁾	1,321,534	I	By Sequoia Capital Franchise Fund, L.P⁽³⁾
Common Stock	11/12/2013		C		139,301	A	⁽¹⁾	180,214	I	By Sequoia Capital Franchise Partners, L.P⁽³⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			2,666,646	⁽¹⁾	⁽¹⁾	Common Stock	2,666,646	$0	0	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			130,590	⁽¹⁾	⁽¹⁾	Common Stock	130,590	$0	0	I	By Sequoia Capital Growth III Principals Fund LLC⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			29,397	⁽¹⁾	⁽¹⁾	Common Stock	29,397	$0	0	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			829,146	⁽¹⁾	⁽¹⁾	Common Stock	829,146	$0	0	I	By Sequoia Capital Franchise Fund, L.P.⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			113,066	⁽¹⁾	⁽¹⁾	Common Stock	113,066	$0	0	I	By Sequoia Capital Franchise Partners, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			2,584,845	⁽¹⁾	⁽¹⁾	Common Stock	2,584,845	$0	0	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			30,719	⁽¹⁾	⁽¹⁾	Common Stock	30,719	$0	0	I	By Sequoia Capital Growth III Principals Fund LLC⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			6,804	⁽¹⁾	⁽¹⁾	Common Stock	6,804	$0	0	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			192,388	⁽¹⁾	⁽¹⁾	Common Stock	192,388	$0	0	I	By Sequoia Capital Franchise Fund, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/12/2013		C			26,235	⁽¹⁾	⁽¹⁾	Common Stock	26,235	$0	0	I	By Sequoia Capital Franchise Partners, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH FUND III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH PARTNERS III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SCFF MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL FRANCHISE FUND LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL FRANCHISE PARTNERS LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK

94025

(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. Each share of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted 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 had no expiration date.

2. SCGF III Management, LLC ("SCGF III Management") is the general partner of Sequoia Capital Growth Fund III, L.P. and Sequoia Capital Growth Partners III, L.P., and is the managing member of Sequoia Capital Growth III Principals Fund, LLC. As a result, SCGF III Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P., Sequoia Capital Growth Partners III, L.P. and Sequoia Capital Growth III Principals Fund, LLC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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 purposes.

3. SCFF Management, LLC ("SCFF Management") is the general partner of Sequoia Capital Franchise Fund, L.P. and Sequoia Capital Franchise Partners, L.P. As a result, SCFF Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Franchise Fund, L.P. and Sequoia Capital Franchise Partners, L.P. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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 purposes.

	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, L.P.	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the Managing Member of Sequoia Capital Growth III Principals Fund LLC	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Partners III, L.P.	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Fund, L.P.	11/12/2013
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Partners, L.P.	11/12/2013
	** Signature of Reporting Person	Date
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