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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13G-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13G-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13G-2

(Amendment No. 1)

RIVERBED TECHNOLOGY, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

768573107

(CUSIP Number)

DECEMBER 31, 2007

(Date of Event Which Requires Filing of This Statement)

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

			o Rule 13d-1(b)

			o Rule 13d-1(c)

			þ Rule 13d-1(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).


CUSIP No.		768573107		Page 2 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Utah Ventures III, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	30,515 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.043% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No.		768573107		Page 3 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Utah Venture Partners III, L.L.C.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	30,515 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.043% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No.		768573107		Page 4 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Blake Modersitzki


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5.	SOLE VOTING POWER

NUMBER OF			53,298

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			53,298

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	83,813 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.119% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No.		768573107		Page 5 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) James Dreyfous


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5.	SOLE VOTING POWER

NUMBER OF			59,884

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			59,884

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	90,399 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.128% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons“). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No.		768573107		Page 6 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Allan Wolfe


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5.	SOLE VOTING POWER

NUMBER OF			26,714

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			26,714

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	57,229 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.081% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No.		768573107		Page 7 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Carl Ledbetter


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5.	SOLE VOTING POWER

NUMBER OF			59,208

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			59,208

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	89,723 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.127% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(1)		This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)		Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3)		This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No. 768573107				Page 8 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Heidi Huntsman


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5.	SOLE VOTING POWER

NUMBER OF			14,681

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,515 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,681

WITH:		8.	SHARED DISPOSITIVE POWER

			30,515 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	45,196 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.064% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) This Schedule is filed by Utah Ventures III, L.P., Utah Entrepreneurs Fund III, L.P., Utah Venture Partners III, L.L.C., Utah Entrepreneur Partners III, L.L.C., Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter, and Heidi Huntsman (collectively, the “Utah Ventures Persons”). The Utah Ventures Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 30,515 shares held directly by Utah Ventures III, L.P. and (ii) 0 shares held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C., and the managing members of Utah Venture Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C., and the managing members of Utah Entrepreneur Partners III, L.L.C. are Blake Modersitzki, James Dreyfous, Allan Wolfe, Carl Ledbetter and Heidi Huntsman. Each of the managing members exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively. Each of the managing members disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. and Utah Entrepreneurs Fund III, L.P., respectively, except to the extent of his or her pecuniary interest therein.

(3) This percentage is calculated based upon 70,706,908 shares of the Issuer’s common stock outstanding (as of October 23, 2007), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2007 for the period ended September 30, 2007.


CUSIP No. 768573107				Page 9 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Utah Entrepreneurs Fund III, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8.	SHARED DISPOSITIVE POWER

			0 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No. 768573107				Page 10 of 15


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Utah Entrepreneur Partners III, L.L.C.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8.	SHARED DISPOSITIVE POWER

			0 (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0 (2)

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0% (3)

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 768573107				Page 11 of 15


		Introductory Note: This Statement on Schedule 13G is filed on behalf of Utah Ventures III, L.P., a limited partnership organized under the laws of the State of Delaware (“UV III”), Utah Entrepreneurs Fund III, L.P., a limited partnership organized under the laws of the State of Delaware (“UEF III”), Utah Venture Partners III, L.L.C., a limited liability company organized under the laws of the State of Delaware (“UVP III”), Utah Entrepreneur Partners III, L.L.C., a limited liability company organized under the laws of the State of Delaware (“UEP III”), Blake Modersitzki (“Modersitzki”), James Dreyfous (“Dreyfous”), Allan Wolfe (“Wolfe”), Carl Ledbetter (“Ledbetter”), and Heidi Huntsman (“Huntsman”) in respect of shares of Common Stock of Riverbed Technology, Inc.


Item 1(a)		Name of Issuer

Riverbed Technology, Inc.


Item 1(b)		Address of Issuer’s Principal Executive Offices

501 Second Street
San Francisco, CA 94107


Item 2(a)		Name of Person Filing

Utah Ventures III, L.P.
Utah Entrepreneurs Fund III, L.P.
Utah Venture Partners III, L.L.C.
Utah Entrepreneur Partners III, L.L.C.
Blake Modersitzki
James Dreyfous
Allan Wolfe
Carl Ledbetter
Heidi Huntsman


Item 2(b)		Address of Principal Business Office or, if none, Residence

2755 East Cottonwood Parkway, Suite 520
Salt Lake City, UT 84121


Item 2(c)		Citizenship

Each of UV III and UEF III is a limited partnership organized in the State of Delaware. Each of UVP III and UEP III is a limited liability company organized in the State of Delaware. Each of Modersitzki, Dreyfous, Wolfe, Ledbetter, and Huntsman is a United States citizen.


Item 2(d)		Title of Class of Securities

Common Stock


Item 2(e)		CUSIP Number

768573107


Item 3		Not applicable.


CUSIP No. 768573107				Page 12 of 15

Item 4 Ownership


			Sole		Shared		Sole		Shared
	Shares Held		Voting		Voting		Dispositive		Dispositive		Beneficial		Percentage
Holder	Directly		Power		Power		Power		Power		Ownership		of Class (4)
Utah Ventures III L.P.		30,515		0		30,515		0		30,515		30,515		.043	%

Utah Entrepreneurs Fund III, L.P.		0		0		0		0		0		0		0.0	%

Utah Venture Partners III, L.L.C.		0		0		30,515		0		30,515		30,515		.043	%

Utah Entrepreneur Partners III, L.L.C.		0		0		0		0		0		0		0.0	%

Blake Modersitzki		53,298		53,298		30,515		53,298		30,515		82,813		.119	%

James Dreyfous		59,884		59,884		30,515		59,884		30,515		90,399		.128	%

Allan Wolfe		26,714		26,714		30,515		26,714		30,515		57,229		.081	%

Carl Ledbetter		59,208		59,208		30,515		59,208		30,515		89,723		.127	%

Heidi Huntsman		14,681		14,681		30,515		14,681		30,515		45,196		.062	%


Item 5		Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.


Item 6		Ownership of More than Five Percent 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

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		Certification

Not applicable.


CUSIP No. 768573107				Page 13 of 15

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, 2008	UTAH VENTURES III, L.P.

	BY:	UTAH VENTURE PARTNERS III, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ James Dreyfous

		James Dreyfous
		Managing Member

February 13, 2008	UTAH ENTREPRENEURS FUND III, L.P.

	BY:	UTAH ENTREPRENEUR PARTNERS III, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008	UTAH VENTURE PARTNERS III, L.L.C.

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008	UTAH ENTREPRENEUR PARTNERS III, L.L.C.

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008		/s/ Blake Modersitzki

		Blake Modersitzki

February 13, 2008		/s/ James Dreyfous

		James Dreyfous

February 13, 2008		/s/ Allan Wolfe

		Allan Wolfe

February 13, 2008		/c/ Carl Ledbetter

		Carl Ledbetter

February 13, 2008		/s/ Heidi Huntsman

		Heidi Huntsman


CUSIP No. 768573107				Page 14 of 15

EXHIBIT INDEX

Exhibit No.

99.1 Agreement pursuant to 13d-1(k)(1) among Utah Ventures III, L.P.; Utah Entrepreneurs Fund III, L.P.; Utah Venture Partners III, L.L.C.; Utah Entrepreneur Partners III, L.L.C.; Blake Modersitzki; James Dreyfous; Allan Wolfe; Carl Ledbetter; and Heidi Huntsman.


CUSIP No. 768573107				Page 15 of 15

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.


February 13, 2008	UTAH VENTURES III, L.P.

	BY:	UTAH VENTURE PARTNERS III, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ James Dreyfous

		James Dreyfous
		Managing Member

February 13, 2008	UTAH ENTREPRENEURS FUND III, L.P.

	BY: ITS:	UTAH ENTREPRENEUR PARTNERS III, L.L.C. GENERAL PARTNER

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008	UTAH VENTURE PARTNERS III, L.L.C.

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008	UTAH ENTREPRENEUR PARTNERS III, L.L.C.

	By:	/s/ James Dreyfous

		James Dreyfous Managing Member

February 13, 2008		/s/ Blake Modersitzki

		Blake Modersitzki

February 13, 2008		/s/ James Dreyfous

		James Dreyfous

February 13, 2008		/s/ Allan Wolfe

		Allan Wolfe

February 13, 2008		/s/ Carl Ledbetter

		Carl Ledbetter

February 13, 2008		/s/ Heidi Huntsman

		Heidi Huntsman