SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Francisco Partners II LP (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/22/2006	3. Issuer Name and Ticker or Trading Symbol BLUE COAT SYSTEMS INC [ BCSI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock, par value $0.0001 per share	(1)	(1)	Common Stock, par value $0.0001 per share	1,420,313	$17.525	I	see footnote(2)
Series A Preferred Stock, par value $0.0001 per share	(1)	(1)	Common Stock, par value $0.0001 per share	19,686	$17.525	I	see footnote(3)
Series A Preferred Stock, par value $0.0001 per share	(1)	(1)	Common Stock, par value $0.0001 per share	905,677	$17.525	I	see footnote(4)
Series A Preferred Stock, par value $0.0001 per share	(1)	(1)	Common Stock, par value $0.0001 per share	9,985	$17.525	I	see footnote(5)
Series A Preferred Stock, par value $0.0001 per share	(1)	(1)	Common Stock, par value $0.0001 per share	44,336	$17.525	I	see footnote(6)

1. Name and Address of Reporting Person* Francisco Partners II LP (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francisco Partners GP II, L.P. (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francisco Partners GP II Management, LLC (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GEESLIN KEITH (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH FUND III (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH PARTNERS III (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCGF III MANAGEMENT LLC (Last) (First) (Middle) 2882 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A Preferred Stock is convertible at any time at the holders' election. The conversion rights do not expire.

2. The reported securities are owned directly by Francisco Partners II, L.P. ("Francisco Partners II") and indirectly by Francisco Partners GP II, L.P. ("Francisco Partners GP II"), as general partner of Francisco Partners II, Francisco Partners GP II Management, LLC ("Francisco Partners Management"), as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management. Pursuant to Rule 16a-1, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

3. The reported securities are owned directly by Francisco Partners Parallel Fund II, L.P. ("Francisco Partners Parallel Fund") and indirectly by Francisco Partners GP II, as general partner of Francisco Partners Parallel Fund, Francisco Partners Management, as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management. Pursuant to Rule 16a-1, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

4. The reported securities are owned directly by Sequoia Growth Fund III ("Sequoia Growth Fund") and indirectly by SCGF III Management, LLC ("SCGF Management"), as general partner of Sequoia Growth Fund. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.

5. The reported securities are owned directly by Sequoia Growth Partners III ("Sequoia Growth Partners") and indirectly by SCGF Management, as general partner of Sequoia Growth Partners. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.

6. The reported securities are owned directly by Sequoia Growth III Principals Fund ("Sequoia Growth Principals Fund") and indirectly by SCGF Management, as general partner of Sequoia Growth Principals Fund. Pursuant to Rule 16a-1, SCGF Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.

Remarks:

This report is filed jointly by Francisco Partners, Francisco Partners Parallel Fund II, Francisco Partners GP II, Francisco Partners Management, Keith Geeslin, Sequoia Growth Fund, Sequoia Growth Partners, Sequoia Growth Principals Fund and SCGF Management. Francisco Partners II, Francisco Partners Parallel Fund, Sequoia Growth Fund, Sequoia Growth Partners and Sequoia Growth Principals Fund (together, the "Investors") may each be deemed a director by deputization by virtue of their right to nominate a representative to serve on the board of directors of Blue Coat Systems, Inc. ("Blue Coat"). Keith Geeslin serves as the Investors' representative on Blue Coat's board of directors. Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management, Sequoia Growth Fund, Sequoia Growth Partners, Sequoia Growth Principals Fund and SCGF Management may each be deemed a member of a Section 13(d) group that owns, upon conversion of the Series A Preferred Stock into Common Stock, more than 10% of Blue Coat's outstanding Common Stock.

	/s/ KEITH GEESLIN	06/30/2006
	FRANCISCO PARTNERS II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	06/30/2006
	FRANCISCO PARTNERS PARALLEL FUND II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	06/30/2006
	FRANCISCO PARTNERS GP II, L.P.: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	06/30/2006
	FRANCISCO PARTNERS GP II MANAGEMENT, LLC: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	06/30/2006
	SEQUOIA CAPITAL GROWTH FUND III: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member	06/30/2006
	SEQUOIA CAPITAL GROWTH PARTNERS III: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member	06/30/2006
	SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND: By: SCGF III Management, LLC, General Partner: By: /s/ JIM GOETZ: Jim Goetz, Managing Member	06/30/2006
	SCGF III MANAGEMENT, LLC: By: /s/ JIM GOETZ: Jim Goetz, Managing Member	06/30/2006
	** Signature of Reporting Person	Date
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