X0202 3 2006-06-22 0 0001095600 BLUE COAT SYSTEMS INC BCSI 0001333356 Francisco Partners II LP 2882 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 0001368029 Francisco Partners GP II, L.P. 2882 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001368028 Francisco Partners GP II Management, LLC 2882 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001196198 GEESLIN KEITH 2882 SAND HILL ROAD MENLO PARK CA 94025 1 0 0 0 0001367782 SEQUOIA CAPITAL GROWTH FUND III 2882 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 0001367781 SEQUOIA CAPITAL GROWTH PARTNERS III 2882 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 0001357260 SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND 2882 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 0001367787 SCGF III MANAGEMENT LLC 2882 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Series A Preferred Stock, par value $0.0001 per share 17.525 Common Stock, par value $0.0001 per share 1420313 I see footnote Series A Preferred Stock, par value $0.0001 per share 17.525 Common Stock, par value $0.0001 per share 19686 I see footnote Series A Preferred Stock, par value $0.0001 per share 17.525 Common Stock, par value $0.0001 per share 905677 I see footnote Series A Preferred Stock, par value $0.0001 per share 17.525 Common Stock, par value $0.0001 per share 9985 I see footnote Series A Preferred Stock, par value $0.0001 per share 17.525 Common Stock, par value $0.0001 per share 44336 I see footnote The Series A Preferred Stock is convertible at any time at the holders' election. The conversion rights do not expire. The reported securities are owned directly by Francisco Partners II, L.P. ("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. The reported securities are owned directly by Francisco Partners Parallel Fund II, L.P. ("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. The reported securities are owned directly by Sequoia Growth Fund III ("Sequoia Growth Fund") and indirectly by SCGF III Management, LLC ("SCGF Management"), as general partner of Sequoia Growth Fund. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein. The reported securities are owned directly by Sequoia Growth Partners III ("Sequoia Growth Partners") and indirectly by SCGF Management, as general partner of Sequoia Growth Partners. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein. The reported securities are owned directly by Sequoia Growth III Principals Fund ("Sequoia Growth Principals Fund") and indirectly by SCGF Management, as general partner of Sequoia Growth Principals Fund. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein. This report is filed jointly by Francisco Partners, Francisco Partners Parallel Fund II, Francisco Partners GP II, Francisco Partners Management, Keith Geeslin, Sequoia Growth Fund, Sequoia Growth Partners, Sequoia Growth Principals Fund and SCGF Management. Francisco Partners II, Francisco Partners Parallel Fund, Sequoia Growth Fund, Sequoia Growth Partners and Sequoia Growth Principals 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. Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management, Sequoia Growth Fund, Sequoia Growth Partners, Sequoia Growth Principals Fund and SCGF Management may each be deemed a member of a Section 13(d) group that owns, upon conversion of the Series A Preferred Stock into Common Stock, more than 10% of Blue Coat's outstanding Common Stock. /s/ KEITH GEESLIN 2006-06-30 FRANCISCO PARTNERS II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 2006-06-30 FRANCISCO PARTNERS PARALLEL FUND II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 2006-06-30 FRANCISCO PARTNERS GP II, L.P.: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 2006-06-30 FRANCISCO PARTNERS GP II MANAGEMENT, LLC: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 2006-06-30 SEQUOIA CAPITAL GROWTH FUND III: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member 2006-06-30 SEQUOIA CAPITAL GROWTH PARTNERS III: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member 2006-06-30 SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member 2006-06-30 SCGF III MANAGEMENT, LLC: By: /s/ JIM GOETZ: Jim Goetz, Managing Member 2006-06-30