Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BSpSp4YRRNvm0ZZvL9JEZ8TRQuMvP60FkIJye1F/S4iag5ksEzy5QrnrGi5mPb5O nTW0IWNydVNhqpMCXZT6hg== 0001193125-07-031306.txt : 20070214 0001193125-07-031306.hdr.sgml : 20070214 20070214133416 ACCESSION NUMBER: 0001193125-07-031306 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: BARRY EGGERS GROUP MEMBERS: CARL SHOWALTER GROUP MEMBERS: CHRISTOPHER J. SCHAEPE GROUP MEMBERS: GILL COGAN GROUP MEMBERS: LIGHTSPEED VENTURE PARTNERS ENTREPRENEUR VI-A, L.P. GROUP MEMBERS: LIGHTSPEED VENTURE PARTNERS VI CAYMAN, L.P. GROUP MEMBERS: LIGHTSPEED VENTURE PARTNERS VI, L.P. GROUP MEMBERS: LIGHTSPEED VENTURE PARTNERS VI-A, L.P. GROUP MEMBERS: PETER NIEH GROUP MEMBERS: RAVI MHATRE GROUP MEMBERS: VENTURE INVESTORS GENERAL PARTNER L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Riverbed Technology, Inc. CENTRAL INDEX KEY: 0001357326 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 030448754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82443 FILM NUMBER: 07617575 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 247-8800 MAIL ADDRESS: STREET 1: 501 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lightspeed Venture Partners Entrepreneur VI LP CENTRAL INDEX KEY: 0001366019 IRS NUMBER: 943376199 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 234-8300 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to Rule 13d-2

(Amendment No. )*

Riverbed Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

768573 10 7

(CUSIP Number)

December 31, 2006

(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-1(b)

¨ Rule 13d-1(c)

x 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. 768573 10 7		13G		Page 2 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Lightspeed Venture Partners Entrepreneur VI, L.P. Tax ID: 94-3376199
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		402,936 shares
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		402,936 shares


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	402,936 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.6%
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 3 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Lightspeed Venture Partners Entrepreneur VI-A, L.P. Tax ID: 94-3376200
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		53,559 shares
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		53,559 shares


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	53,559 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.08%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 4 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Lightspeed Venture Partners VI Cayman, L.P. Tax ID: 52-2270324
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		1,031,893 shares
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		1,031,893 shares


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,031,893 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	1.6%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 5 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Lightspeed Venture Partners VI, L.P. Tax ID: 94-3368943
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		11,520,413 shares
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		11,520,413 shares


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,520,413 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	17.4%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 6 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Lightspeed Venture Partners VI-A, L.P. Tax ID: 94-3368944
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		86,297 shares
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		86,297 shares


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	86,297 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.1%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	PN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 7 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Venture Investors General Partner L.L.C. Tax ID: 94-3368942
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware limited liability company


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	CO

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 8 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Christopher J. Schaepe
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Schaepe expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Schaepe expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Schaepe expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 9 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Gill Cogan
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Cogan expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Cogan expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Cogan expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 10 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Barry Eggers
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Eggers expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Eggers expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Eggers expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 11 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Ravi Mhatre
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Mhatre expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Mhatre expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Mhatre expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 12 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Peter Nieh
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Nieh expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Nieh expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Nieh expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 13 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Carl Showalter
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Showalter expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.
		7. SOLE DISPOSITIVE POWER


		8. SHARED DISPOSITIVE POWER

		13,095,098 shares, including 402,936 shares directly held by Lightspeed Venture Partners Entrepreneur VI, L.P., 53,559 shares directly held by Lightspeed Venture Partners Entrepreneur VI-A, L.P., 1,031,893 shares directly held by Lightspeed Venture Partners VI Cayman, L.P., 11,520,413 shares directly held by Lightspeed Venture Partners VI, L.P. and 86,297 shares directly held by Lightspeed Venture Partners VI-A, L.P. Mr. Showalter expressly disclaims beneficial ownership of the above-listed shares except to the extent of his pecuniary interest therein.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,095,098 shares. Mr. Showalter expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.8%*
12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

*	Calculated based on 66,072,348 shares of Riverbed Technology, Inc. common stock outstanding as of October 24, 2006, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2006.


CUSIP No. 768573 10 7		13G		Page 14 of 19 Pages

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

Item 2

(a).

Names of Persons Filing:

(i) Lightspeed Venture Partners Entrepreneur VI, L.P., Lightspeed Venture Partners Entrepreneur VI-A, L.P., Lightspeed Venture Partners VI Cayman, L.P., Lightspeed Venture Partners VI, L.P., Lightspeed Venture Partners VI-A, L.P. (together, the “Lightspeed Entities”), (ii) Venture Investors General Partner L.L.C. and (iii) Christopher J. Schaepe, Gill Cogan, Barry Eggers, Ravi Mhatre, Peter Nieh and Carl Showalter

The general partner of each of the Lightspeed Entities is Venture Investors General Partner L.L.C. (the “General Partner”). Christopher J. Schaepe, Gill Cogan, Barry Eggers, Ravi Mhatre, Peter Nieh and Carl Showalter are the members of the General Partner.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the reporting persons is 2200 Sand Hill Road, Menlo Park, CA 94025.

Item 2

(c).

Citizenship:

Each of the Lightspeed Entities except for Lightspeed Venture Partners VI Cayman, L.P. is a Delaware limited partnership. Lightspeed Venture Partners VI Cayman, L.P. is a Cayman limited partnership. The General Partner is a Delaware limited liability company. Each of the Members is a United States citizen.

Item 2

(d).

Title of Class of Securities:

Common Stock

Item 2

(e).

CUSIP Number:

768573 10 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).


CUSIP No. 768573 10 7		13G		Page 15 of 19 Pages

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership.

	(a)	Amount Beneficially Owned

		As of December 31, 2006, Lightspeed Venture Partners Entrepreneur VI, L.P. held 402,936 shares, Lightspeed Venture Partners Entrepreneur VI-A, L.P. held 53,559 shares, Lightspeed Venture Partners VI Cayman, L.P. held 1,031,893 shares, Lightspeed Venture Partners VI, L.P. held 11,520,413 shares, and Lightspeed Venture Partners VI-A, L.P. held 86,297 shares. By virtue of the affiliate relationship among the Lightspeed Entities, each entity may be deemed to beneficially own all of the shares held in the aggregate by the Lightspeed Entities. Hence, each Lightspeed Entity may be deemed to beneficially own 13,095,098 shares. Each Lightspeed Entity expressly disclaims beneficial ownership of any shares of Riverbed Technology, Inc., except any shares held directly by such entity. As the general partner of the Lightspeed Entities, Venture Investors General Partner L.L.C. (the “General Partner”) shares voting and dispositive power over, and may be deemed to beneficially own, all of the shares held in the aggregate by the Lightspeed Entities. As the members of the General Partner, each of Christopher J. Schaepe, Gill Cogan, Barry Eggers, Ravi Mhatre, Peter Nieh and Carl Showalter (together, the “Members”) exercises shared voting and investment power over the shares held by the Lightspeed Entities and therefore may be deemed to beneficially own such shares. Each Member expressly disclaims beneficial ownership of the shares held by the Lightspeed Entities except to the extent of his pecuniary interest therein.

	(b)	Percent of Class

		Lightspeed Venture Partners Entrepreneur VI, L.P.: 0.6% Lightspeed Venture Partners Entrepreneur VI-A, L.P.: 0.08% Lightspeed Venture Partners VI Cayman, L.P.: 1.6% Lightspeed Venture Partners VI, L.P.: 17.4% Lightspeed Venture Partners VI-A, L.P.: 0.1% Venture Investors General Partner L.L.C.: 19.8% Christopher J. Schaepe: 19.8% Gill Cogan: 19.8% Barry Eggers: 19.8% Ravi Mhatre: 19.8% Peter Nieh: 19.8% Carl Showalter: 19.8%

	(c)	(i)	Number of shares which the reporting person has sole power to vote or direct the vote:

			0 shares for each reporting person


CUSIP No. 768573 10 7		13G		Page 16 of 19 Pages



		(ii)	Number of shares which the reporting person has shared power to vote or direct the vote:

			Lightspeed Venture Partners Entrepreneur VI, L.P.: 402,936 shares Lightspeed Venture Partners Entrepreneur VI-A, L.P.: 53,559 shares Lightspeed Venture Partners VI Cayman, L.P.: 1,031,893 shares Lightspeed Venture Partners VI, L.P.: 11,520,413 shares Lightspeed Venture Partners VI-A, L.P.: 86,297 shares Venture Investors General Partner L.L.C.: 13,095,098 shares Christopher J. Schaepe: 13,095,098 shares Gill Cogan: 13,095,098 shares Barry Eggers: 13,095,098 shares Ravi Mhatre: 13,095,098 shares Peter Nieh: 13,095,098 shares Carl Showalter: 13,095,098 shares

		(iii)	Number of shares which the reporting person has sole power to dispose or direct the disposition of:

			0 shares for each reporting person

		(iv)	Number of shares which the reporting person has shared power to dispose or direct the disposition of:

			Lightspeed Venture Partners Entrepreneur VI, L.P.: 402,936 shares Lightspeed Venture Partners Entrepreneur VI-A, L.P.: 53,559 shares Lightspeed Venture Partners VI Cayman, L.P.: 1,031,893 shares Lightspeed Venture Partners VI, L.P.: 11,520,413 shares Lightspeed Venture Partners VI-A, L.P.: 86,297 shares Venture Investors General Partner L.L.C.: 13,095,098 shares Christopher J. Schaepe: 13,095,098 shares Gill Cogan: 13,095,098 shares Barry Eggers: 13,095,098 shares Ravi Mhatre: 13,095,098 shares Peter Nieh: 13,095,098 shares Carl Showalter: 13,095,098 shares

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: ¨

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

	Not applicable.


CUSIP No. 768573 10 7		13G		Page 17 of 19 Pages



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. 768573 10 7		13G		Page 18 of 19 Pages

SIGNATURES

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. I hereby agree that this statement shall be filed jointly on behalf of each of the undersigned pursuant to the Joint Filing Agreement attached hereto as Exhibit 1.


February 12, 2007				LIGHTSPEED VENTURE PARTNERS ENTREPRENEUR VI, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS ENTREPRENEUR VI-A, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI CAYMAN, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI-A, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.


CUSIP No. 768573 10 7		13G		Page 19 of 19 Pages


February 12, 2007				VENTURE INVESTORS GENERAL PARTNER L.L.C.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				/s/ Christopher J. Schaepe
				Christopher J. Schaepe

February 12, 2007				/s/ Gill Cogan
				Gill Cogan

February 12, 2007				/s/ Barry Eggers
				Barry Eggers

February 12, 2007				/s/ Ravi Mhatre
				Ravi Mhatre

February 12, 2007				/s/ Peter Nieh
				Peter Nieh

February 12, 2007				/s/ Carl Showalter
				Carl Showalter

EX-99.1 2 dex991.htm EXHIBIT 1 - JOINT FILING AGREEMENT Exhibit 1 - Joint Filing Agreement

13G

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree to file a joint statement containing the information required by Schedule 13G with respect to the beneficial ownership by each of the undersigned of shares of Common Stock of Riverbed Technology, Inc.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.


February 12, 2007				LIGHTSPEED VENTURE PARTNERS ENTREPRENEUR VI, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS ENTREPRENEUR VI-A, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI CAYMAN, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				LIGHTSPEED VENTURE PARTNERS VI-A, L.P.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

13G


February 12, 2007				VENTURE INVESTORS GENERAL PARTNER L.L.C.

				/s/ Christopher J. Schaepe
				Christopher J. Schaepe, Member,
				Venture Investors General Partner L.L.C.

February 12, 2007				/s/ Christopher J. Schaepe
				Christopher J. Schaepe

February 12, 2007				/s/ Gill Cogan
				Gill Cogan

February 12, 2007				/s/ Barry Eggers
				Barry Eggers

February 12, 2007				/s/ Ravi Mhatre
				Ravi Mhatre

February 12, 2007				/s/ Peter Nieh
				Peter Nieh

February 12, 2007				/s/ Carl Showalter
				Carl Showalter

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