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^*

Eggers Barry

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007

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	07/30/2007		J		1,316	D⁽¹⁾	$0	133,591	D
Common Stock	07/30/2007		J		1,316	A	$0	6,580⁽¹⁾	I	By VIMCO
Common Stock	07/31/2007		S		33,591	D	$44.155	100,000	D
Common Stock	07/31/2007		S		1,171	D	$44.75	5,409	I	By VIMCO
Common Stock	07/31/2007		S		5,409	D	$44.55	0	I	By VIMCO
Common Stock								7,000,000⁽²⁾⁽³⁾	I	By Lightspeed Entities

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)

Explanation of Responses:

1. Represents shares contributed to Venture Investors Management Company, L.L.C. ("VIMCO"). The Class A members of VIMCO are Christopher J. Schaepe, Gill Cogan, Barry Eggers, Ravi Mhatre and Peter Nieh. Each of the Class A members exercises shared voting and investment power over the shares held directly by VIMCO. Each Class A member contributed 1,316 shares to VIMCO without consideration for a total of 6,580 shares. Each Class A member disclaims beneficial ownership of shares held by VIMCO except to the extent of his pecuniary interest therein.

2. The number of securities includes 218,891 shares held by Lightspeed Venture Partners Entrepreneur VI, L.P., 29,968 shares held directly by Lightspeed Ventures Partners Entrepreneur VI-A, L.P., 550,430 shares held directly by Lightspeed Venture Partners VI Cayman, L.P., 6,154,679 shares held directly by Lightspeed Venture Partners VI, L.P. and 46,032 shares held directly by Lightspeed Venture Partners VI-A, L.P. (The "Lightspeed Entities").

3. The general partner of the Lightspeed Entities is Venture Investors General Partner L.L.C. ("VIGP") and the managing members of VIGP are Christopher J. Schaepe, Gill Cogan, Barry Eggers, Ravi Mhatre, Peter Nieh and Carl Showalter. Each of the managing members exercises shared voting and investment power over the shares held by the Lightspeed Entities. Each managing member disclaims beneficial ownership of the shares held by the Lightspeed Entities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 99.1 - Details of Sale Transactions of Common Stock of Riverbed Technology, Inc. on July 31, 2007.

	/s/ Barry Eggers	08/01/2007
	** 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).
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