SEC FORM 3

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 GP, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2013

3. Issuer Name and Ticker or Trading Symbol
BARRACUDA NETWORKS INC [ CUDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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)
Common Stock	1,143,075	I	See footnote⁽¹⁾
Common Stock	5,629	I	See footnote⁽²⁾
Common Stock	722	I	See footnote⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	6,245,946	⁽⁴⁾	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	30,756	⁽⁴⁾	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,707	⁽⁴⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Francisco Partners GP, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(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, LP

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(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 Fund A, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(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 Management, LP

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(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^*

FP Annual Fund Investors, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING C, SUITE 410

(Street)

SAN FRANCISCO

94129

(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 shares are held directly by Francisco Partners, L.P. ("FP I"). Francisco Partners GP, LLC ("FP GP LLC"), the general partner of FP I, shares voting and dispositive power with respect to the securities held by FP I. Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FP I. Such persons and entities disclaim beneficial ownership of the securities held by FP I except to the extent of any pecuniary interest therein.

2. The shares are held directly by Francisco Partners Fund A, L.P. ("FPFA"). FP GP LLC, the general partner of FPFA, shares voting and dispositive power with respect to the securities held by FPFA. Messrs. Deb, Golob, Geeslin and Perlman, certain of the managers of FP GP LLC, share voting and dispositive power with respect to the shares held by FPFA. Such persons and entities disclaim beneficial ownership of the securities held by FPFA except to the extent of any pecuniary interest therein.

3. The shares are held directly by FP Annual Fund Investors, LLC ("FPAFI"). Francisco Partners Management, LP ("FPM LP"), the manager of FPAFI, shares voting and dispositive power with respect to the securities held by FPAFI. Messrs. Deb, Golob, Geeslin and Perlman, certain of the partners of FPM LP, share voting and dispositive power with respect to the shares held by FPAFI. Such persons and entities disclaim beneficial ownership of the securities held by FPAFI except to the extent of any pecuniary interest therein.

4. Each share of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

This report is one of four reports, each on a separate Form 3, but relating to the same transaction being filed by the Francisco Partners and certain of its affiliated funds and partners. The Reporting Persons may be deemed to be, but do not concede to being, members of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

	/s/ David R. Golob, a Manager of Francisco Partners GP, LLC	11/05/2013
	/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners, L.P.	11/05/2013
	/s/ David R. Golob, a Manager of Francisco Partners GP, LLC, the General Partner of Francisco Partners Fund A, L.P.	11/05/2013
	/s/ David R. Golob, a Partner of Francisco Partners Management, LP	11/05/2013
	/s/ David R. Golob, a Partner of Francisco Partners Management, LP, the Manager of FP Annual Fund Investors, LLC	11/05/2013
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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