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^*

Modersitzki Blake G

(Last)

(First)

(Middle)

2755 EAST COTTONWOOD PARKWAY

SUITE 520

(Street)

SALT LAKE CITY

84121

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2006

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	09/26/2006		C		4,686,603	A	⁽¹⁾	4,686,603	I⁽²⁾	See Footnote⁽²⁾
Common Stock	09/26/2006		C		98,086	A	⁽¹⁾	4,784,689	I⁽³⁾	See Footnote⁽³⁾
Common Stock	09/26/2006		C		1,176,561	A	⁽¹⁾	5,961,250	I⁽²⁾	See Footnote⁽²⁾
Common Stock	09/26/2006		C		24,624	A	⁽¹⁾	5,985,874	I⁽³⁾	See Footnote⁽³⁾
Common Stock	09/26/2006		C		367,024	A	⁽¹⁾	6,352,898	I⁽²⁾	See Footnote⁽²⁾
Common Stock	09/26/2006		C		7,681	A	⁽¹⁾	6,360,579	I⁽³⁾	See Footnote⁽³⁾

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)
Series B Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			4,686,603⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	4,686,603	$0	0	I⁽²⁾	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			98,086⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	98,086	$0	0	I⁽³⁾	See Footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			1,176,561⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,176,561	$0	0	I⁽²⁾	See Footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			24,624⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	24,624	$0	0	I⁽³⁾	See Footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			367,024⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	367,024	$0	0	I⁽²⁾	See Footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	09/26/2006		C			7,681⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	7,681	$0	0	I⁽³⁾	See Footnote⁽³⁾

Explanation of Responses:

1. N/A. The securities were issued upon conversion of convertible preferred stock.

2. Shares are held directly by Utah Ventures III, L.P. The general partner of Utah Ventures III, L.P. is Utah Venture Partners III, L.L.C. Blake G. Modersitzki is a member of Utah Venture Partners III, L.L.C. and exercises shared voting and investment power over the shares held by Utah Ventures III, L.P. Blake G. Modersitzki is also a limited partner of Utah Ventures III, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Blake G. Modersitzki (including as a limited partner therein) is not readily determinable because it is subject to several variables that are unknown at this time. Blake G. Modersitzki disclaims beneficial ownership of the shares held by Utah Ventures III, L.P. except to the extent of his pecuniary interest therein.

3. Shares are held directly by Utah Entrepreneurs Fund III, L.P. The general partner of Utah Entrepreneurs Fund III, L.P. is Utah Entrepreneur Partners III, L.L.C. Blake G. Modersitzki is a member of Utah Entrepreneur Partners III, L.L.C. and exercises shared voting and investment power over the shares held by Utah Entrepreneurs Fund III, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Blake G. Modersitzki is not readily determinable because it is subject to several variables that are unknown at this time. Blake G. Modersitzki disclaims beneficial ownership of the shares held by Utah Entrepreneurs Fund III, L.P. except to the extent of his pecuniary interest therein.

4. These securities were automatically converted into Common Stock on a 1 to 1 basis upon the closing of the Issuer's initial public offering.

	/s/ Blake G. Modersitzki	09/26/2006
	** Signature of Reporting Person	Date
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