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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* SEQUOIA CAPITAL GROWTH FUND III (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4 SUITE 180 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUE COAT SYSTEMS INC [ BCSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See remarks & Footnotes 4, 5&6
	3. Date of Earliest Transaction (Month/Day/Year) 09/18/2007
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	09/18/2007		C(1)		905,677	A	$17.525	905,677	I	See Footnote(4)
Common Stock, par value $0.0001 per share	09/18/2007		C(2)		9,985	A	$17.525	9,985	I	See Footnote(5)
Common Stock, par value $0.0001 per share	09/18/2007		C(3)		44,336	A	$17.525	44,336	I	See Footnote(6)
Common Stock, par value $0.0001 per share	09/18/2007		J(7)		905,677	D	$0	0	I	See Footnote(4)
Common Stock, par value $0.0001 per share	09/18/2007		J(7)		9,985	D	$0	0	I	See Footnote(5)
Common Stock, par value $0.0001 per share	09/18/2007		J(7)		44,336	D	$0	0	I	See Footnote(6)
Common Stock, par value $0.0001 per share	09/18/2007		J(7)		272,438	A	$0	272,438	D
Common Stock, par value $0.0001 per share	09/18/2007		J(8)		272,438	D	$0	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock, par value $0.0001 per share	$57.06	09/18/2007		C(1)			15,872	(9)	(9)	Common Stock, par value $0.0001 per share	905,677	(1)	0	I	See Footnote(4)
Series A Preferred Stock, par value $0.0001 per share	$57.06	09/18/2007		C(2)			175	(9)	(9)	Common Stock, par value $0.0001 per share	9,985	(2)	0	I	See Footnote(5)
Series A Preferred Stock, par value $0.0001 per share	$57.06	09/18/2007		C(3)			777	(9)	(9)	Common Stock, par value $0.0001 per share	44,336	(3)	0	I	See Footnote(6)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH FUND III (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4 SUITE 180 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See remarks & Footnotes 4, 5&6

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH PARTNERS III (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4 SUITE 180 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See remarks & Footnotes 4, 5&6

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4 SUITE 180 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See remarks & Footnotes 4, 5&6

1. Name and Address of Reporting Person* SCGF III MANAGEMENT LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4 SUITE 180 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See remarks & Footnotes 4, 5&6

Explanation of Responses:

1. Sequoia Capital Growth Fund III, L.P. ("Sequoia Growth Fund") converted 15,872 shares of Series A Preferred Stock on September 18, 2007, at a conversion ratio of 57.06, resulting in the acquisition by Sequoia Growth Fund of 905,677 shares of Common Stock. Each share of Series A Preferred Stock had a face value of $1,000 per share and was convertible into a number of shares of Common Stock equal to the face value of the Series A Preferred Stock divided by $17.525.

2. Sequoia Capital Growth Partners III, L.P. ("Sequoia Growth Partners") converted 175 shares of Series A Preferred Stock on September 18, 2007, at a conversion ratio of 57.06, resulting in the acquisition by Sequoia Growth Partners of 9,985 shares of Common Stock. Each share of Series A Preferred Stock had a face value of $1,000 per share and was convertible into a number of shares of Common Stock equal to the face value of the Series A Preferred Stock divided by $17.525.

3. Sequoia Capital Growth III Principals Fund ("Sequoia Growth Principals Fund") converted 777 shares of Series A Preferred Stock on September 18, 2007, at a conversion ratio of 57.06, resulting in the acquisition by Sequoia Growth Principals Fund of 44,336 shares of Common Stock. Each share of Series A Preferred Stock had a face value of $1,000 per share and was convertible into a number of shares of Common Stock equal to the face value of the Series A Preferred Stock divided by $17.525.

4. The reported securities were owned directly by 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 were owned directly by 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 were owned directly by Sequoia Growth Principals Fund and indirectly by SCGF Management, as managing member 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.

7. On September 18, 2007, Sequoia Growth Fund, Sequoia Growth Partners and Sequoia Growth Principals Fund distributed for no consideration all of the shares of Common Stock formerly owned by them pro rata pursuant to the terms of their respective organizational documents to their respective partners, including, in the case of Sequoia Growth Fund, 272,438 shares of Common Stock to SCGF Management. Following the distributions, Sequoia Growth Fund, Sequoia Growth Partners and Sequoia Growth Principals Fund directly or beneficially own no shares of Common Stock.

8. On September 18, 2007, SCGF Management distributed for no consideration all of the shares of Common Stock distributed to it by Sequoia Growth Fund, as detailed in Footnote 7 above, pro rata pursuant to the terms of its organizational documents to its partners. Following the distribution, SCGF Management directly or beneficially owns no shares of Common Stock.

9. The Series A Preferred Stock is convertible at any time at the holder's election. The conversion rights do not expire.

	/s/ Jim Goetz, Managing Member SCGF III Management, LLC, General Partner For SEQUOIA CAPITAL GROWTH FUND III, L.P.	09/20/2007
	/s/ Jim Goetz, Managing Member SCGF III Management, LLC, General Partner For SEQUOIA CAPITAL GROWTH PARTNERS III, L.P.	09/20/2007
	/s/ Jim Goetz, Managing Member SCGF III Management, LLC, Managing Member For SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND	09/20/2007
	/s/ Jim Goetz, Managing Member For SCGF III MANAGEMENT, LLC	09/20/2007
	** Signature of Reporting Person	Date
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