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*
Francisco Partners II LP

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLUE COAT SYSTEMS INC [ BCSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2007
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 09/24/2007 C(1) 690,042 A $17.525 690,073 I See Footnote(3)
Common Stock, par value $0.0001 per share 09/24/2007 C(2) 9,415 A $17.525 9,481 I See Footnote(4)
Common Stock, par value $0.0001 per share 09/24/2007 S 690,073 D $86 0 I See Footnote(3)
Common Stock, par value $0.0001 per share 09/24/2007 S 9,481 D $86 0 I See Footnote(4)
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
Series A Preferred Stock, par value $0.0001 per share $57.06 09/24/2007 C(1) 12,093 (5) (5) Common Stock, par value $0.0001 per share 690,042 (1) 0 I See Footnote(3)
Series A Preferred Stock, par value $0.0001 per share $57.06 09/24/2007 C(2) 165 (5) (5) Common Stock, par value $0.0001 per share 9,415 (2) 0 I See Footnote(4)
1. Name and Address of Reporting Person*
Francisco Partners II LP

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
1. Name and Address of Reporting Person*
Francisco Partners Parallel Fund II, L.P.

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
1. Name and Address of Reporting Person*
Francisco Partners GP II, L.P.

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
1. Name and Address of Reporting Person*
Francisco Partners GP II Management, LLC

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
1. Name and Address of Reporting Person*
GEESLIN KEITH

(Last) (First) (Middle)
2882 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks & Footnotes 3 & 4
Explanation of Responses:
1. Francisco Partners II, L.P. ("Francisco Partners II") converted 12,093 shares of Series A Preferred Stock on September 24, 2007, at a conversion ratio of 57.06, resulting in the acquisition by Francisco Partners II of 690,042 shares of Common Stock. Each share of Series A Preferred Stock had a face value of $1000 per share and was convertible into a number of shares of Common Stock equal to the face value of the Series A Preferred Stock divided by $17.525.
2. Francisco Partners Parallel Fund II, L.P. ("Francisco Partners Parallel Fund") converted 165 shares of Series A Preferred Stock on September 24, 2007, at a conversion ratio of 57.06, resulting in the acquisition by Francisco Partners Parallel Fund of 9,415 shares of Common Stock. Each share of Series A Preferred Stock had a face value of $1000 per share and was convertible into a number of shares of Common Stock equal to the face value of the Series A Preferred Stock divided by $17.525.
3. The reported securities are owned directly by Francisco Partners II and indirectly by Francisco Partners GP II, L.P. ("Francisco Partners GP II"), as general partner of Francisco Partners II, Francisco Partners GP II Management, LLC ("Francisco Partners Management"), as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management. Pursuant to Rule 16a-1, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
4. The reported securities are owned directly by Francisco Partners Parallel Fund and indirectly by Francisco Partners GP II, as general partner of Francisco Partners Parallel Fund, Francisco Partners Management, as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management. Pursuant to Rule 16a-1, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
5. The Series A Preferred Stock is convertible at any time at the holder's election. The conversion rights do not expire.
Remarks:
This report is filed jointly by Francisco Partners, Francisco Partners Parallel Fund II, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin. Francisco Partners II and Francisco Partners Parallel Fund (together, the "Investors") may each be deemed a director by deputization by virtue of their right to nominate a representative to serve on the board of directors of Blue Coat Systems, Inc. ("Blue Coat"). Keith Geeslin serves as the Investors' representative on Blue Coat's board of directors.
/s/ Keith Geeslin, Managing Member Francisco Partners GP II Management, LLC, General Partner Francisco Partners GP II, L.P., General Partner For FRANCISCO PARTNERS II, L.P. 09/26/2007
/s/ Keith Geeslin, Managing Member Francisco Partners GP II Management, LLC, General Partner Francisco Partners GP II, L.P., General Partner For FRANCISCO PARTNERS PARALLEL FUND II, L.P. 09/26/2007
/s/ Keith Geeslin, Managing Member Francisco Partners GP II Management, LLC, General Partner For FRANCISCO PARTNERS GP II, L.P. 09/26/2007
/s/ Keith Geeslin, Managing Member For FRANCISCO PARTNERS GP II MANAGEMENT, LLC 09/26/2007
/s/ Keith Geeslin 09/26/2007
** 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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