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 III LP (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 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)

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 B Convertible Preferred Stock	(1)	(1)	Common Stock	4,682,676	(1)	I	See footnote(2)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	52,306	(1)	I	See footnote(3)

1. Name and Address of Reporting Person* Francisco Partners GP III LP (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 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 GP III Management LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 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 III, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 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 Parallel Fund III, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 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. 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.

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

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

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 III Management, LLC	11/05/2013
	/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P.	11/05/2013
	/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P., the General Partner of Francisco Partners III, L.P.	11/05/2013
	/s/ David R. Golob, a Manager of Francisco Partners GP III Management, LLC, the General Partner of Francisco Partners GP III, L.P., the General Partner of Francisco Partners Parallel Fund III, L.P.	11/05/2013
	** Signature of Reporting Person	Date
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