0001193125-14-052098.txt : 20140214 0001193125-14-052098.hdr.sgml : 20140214 20140213213307 ACCESSION NUMBER: 0001193125-14-052098 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRACUDA NETWORKS INC CENTRAL INDEX KEY: 0001348334 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 830380411 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87920 FILM NUMBER: 14609191 BUSINESS ADDRESS: STREET 1: 3175 WINCHESTER BOULEVARD CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 408-342-5400 MAIL ADDRESS: STREET 1: 3175 WINCHESTER BOULEVARD CITY: CAMPBELL STATE: CA ZIP: 95008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perone Michael D CENTRAL INDEX KEY: 0001590405 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O BARRACUDA NETWORKS INC STREET 2: 3175 S WINCHESTER BLVD CITY: CAMPBELL STATE: CA ZIP: 95008 SC 13G 1 d675773dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Barracuda Networks, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

068323104

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-l(b)

¨ Rule 13d-l(c)

x Rule 13d-l(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

 

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CUSIP No. 068323104   Page 2 of 5

 

  1.   

Name of reporting person.

 

Michael D. Perone

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially by

owned by

each

reporting

person

with:

   5.    

Sole voting power

 

    5,457,657

   6.   

Shared voting power

 

    3,468,462

   7.   

Sole dispositive power

 

    5,457,657

   8.   

Shared dispositive power

 

    3,468,462

  9.  

Aggregate amount beneficially owned by each reporting person

 

    8,926,119 (1)

10.  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

    17.5% (2)

12.  

Type of reporting person (see instructions)

 

    IN

 

(1)  Includes (i) 5,442,655 shares of Common Stock held by the Reporting Person; (ii) 394,195 shares held of record by the Reporting Person’s spouse; (iii) 330,728 shares of Common Stock held by the 2010 Four Year Plan 3 Trust for which the Reporting Person serves as a trustee; (iv) 419,690 shares of Common Stock held by the Perone Family 2010 Irrevocable Trust dated June 29, 2010 for which the Reporting Person serves as a trustee; (v) 330,728 shares of Common Stock held by the 2010 Four Year Plan 9 Trust for which the Reporting Person’s spouse serves as a trustee; (vi) 659,787 shares of Common Stock held by the Perone 2012 Irrevocable Trust for which the Reporting Person has investing and dispositive powers over the Trust; (vii) 1,333,334 shares of Common Stock held by Consulting2 LLC for which the Reporting Person serves as the managing member; (viii) 12,500 shares of Common Stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2013; and (ix) 2,502 shares of Common Stock that are issuable upon vesting of outstanding restricted stock units within 60 days of December 31, 2013.
(2)  Based on 50,864,290 shares of the Issuer’s Common Stock outstanding as of December 31, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013, filed with the Securities and Exchange Commission on January 10, 2014.

 


Item 1.

(a) Name of Issuer:

Barracuda Networks, Inc.

(b) Address of Issuer’s Principal Executive Offices:

3175 S. Winchester Blvd.

Campbell, CA 95008

Item 2.

(a) Name of Person Filing:

Michael D. Perone

(b) Address of Principal Business Office or, if none, Residence:

c/o Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, CA 95008

(c) Citizenship:

United States

(d) Title of Class of Securities:

Common Stock, $0.001 par value per share

(e) CUSIP Number: 068323104

 

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)    Amount beneficially owned: (i) 5,442,655 shares of Common Stock held by the Reporting Person; (ii) 394,195 shares held of record by the Reporting Person’s spouse; (iii) 330,728 shares of Common Stock held by the 2010 Four Year Plan 3 Trust for which the Reporting Person serves as a trustee; (iv) 419,690 shares of Common Stock held by the Perone Family 2010 Irrevocable Trust dated June 29, 2010 for which the Reporting Person serves as a trustee; (v) 330,728 shares of Common Stock held by the 2010 Four Year Plan 9 Trust for which the Reporting Person’s spouse serves as a trustee; (vi) 659,787 shares of Common Stock held by the Perone 2012 Irrevocable Trust for which the Reporting Person has investing and dispositive powers over the Trust; (vii) 1,333,334 shares of Common Stock held by Consulting2 LLC for which the Reporting Person serves as the managing member; (viii) 12,500 shares of Common Stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2013; and (ix) 2,502 shares of Common Stock that are issuable upon vesting of outstanding restricted stock units within 60 days of December 31, 2013.
(b)    Percent of class: 17.5% (1)   
(c)    Number of shares as to which the person has:   
   (i)    Sole power to vote or to direct the vote    5,457,657   
  

(ii)

  

Shared power to vote or to direct the vote

   3,468,462   
   (iii)    Sole power to dispose or to direct the disposition of    5,457,657   
   (iv)    Shared power to dispose or to direct the disposition of    3,468,462   

 

(1)  Based on 50,864,290 shares of the Issuer’s Common Stock outstanding as of December 31, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013, filed with the Securities and Exchange Commission on January 10, 2014.

 

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Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

Not applicable.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 13, 2014

Date

/s/ Michael D. Perone

Michael D. Perone

 

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