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^*

Wolford Eric

(Last)

(First)

(Middle)

C/O RIVERBED TECHNOLOGY, INC.

199 FREMONT ST.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP,Marketing & Bus. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2011

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	02/04/2011		M		30,000	A	$3	374,685	D
Common Stock	02/04/2011		M		15,000	A	$7.19	389,685	D
Common Stock	02/04/2011		M		15,000	A	$15.955	404,685	D
Common Stock	02/04/2011		S⁽¹⁾		3,700	D	$36.2477⁽²⁾	400,985	D
Common Stock	02/04/2011		S⁽¹⁾		26,300	D	$36.9311⁽³⁾	374,685	D
Common Stock	02/04/2011		S⁽¹⁾		4,200	D	$36.4484⁽⁴⁾	370,485	D
Common Stock	02/04/2011		S⁽¹⁾		10,800	D	$37.0052⁽⁵⁾	359,685	D
Common Stock	02/04/2011		S⁽¹⁾		3,900	D	$36.4236⁽⁶⁾	355,785	D
Common Stock	02/04/2011		S⁽¹⁾		11,100	D	$36.9936⁽⁷⁾	344,685	D
Common Stock	02/07/2011		A		150,000⁽⁸⁾	A	$0	494,685	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)	$3⁽⁹⁾	02/04/2011		M			30,000	⁽¹⁰⁾	04/30/2016	Common Stock	30,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$7.19	02/04/2011		M			15,000	⁽¹¹⁾	04/30/2015	Common Stock	15,000	$0	304,926	D
Non-Qualified Stock Option (right to buy)	$15.955⁽¹²⁾	02/04/2011		M			15,000	⁽¹³⁾	04/29/2014	Common Stock	15,000	$0	345,000	D

Explanation of Responses:

1. Sale pursuant to a Rule 10b5-1 trading plan.

2. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $35.53 to $36.52 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $36.53 to $37.37 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $35.67 to $36.66 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $36.68 to $37.36 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $35.65 to $36.63 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. The sales price reported in column 4 of Table I represents the weighted average sales price of the shares sold ranging from $36.65 to $37.36 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. 100% of the restricted stock units shall vest on December 31, 2012.

9. This option was previously reported as covering 15,000 shares at an exercise price of $6 per share, but was adjusted to reflect the 2-for-1 stock split that occurred on November 8, 2010.

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

11. Option becomes exercisable in monthly installments over a period of 48 months of continuous service after May 1, 2008.

12. This option was previously reported as covering 180,000 shares at an exercise price of $31.91 per share, but was adjusted to reflect the 2-for-1 stock split that occurred on November 8, 2010.

13. Option becomes exercisable in monthly installments over a period of 48 months of continuous service after May 1, 2007.

	/s/ Eric Wolford	02/08/2011
	** 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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