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^*

Kennelly Jerry M

(Last)

(First)

(Middle)

C/O RIVERBED TECHNOLOGY, INC.

199 FREMONT ST.

(Street)

SAN FRANCISCO

94105

(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
X	Officer (give title below)	Other (specify below)
	President, CEO and COB

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007

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	05/02/2007		S⁽¹⁾		33,334⁽²⁾⁽³⁾	D	$31.1601⁽²⁾⁽³⁾	5,580,000	I	By Kennelly Partners L.P.⁽⁴⁾

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)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2006.

2. Sale price reflected here is an average of sales prices ranging from $30.62 to $31.74 per share, consisting of the following: 200 shares at $30.62, 200 shares at $30.64, 400 shares at $30.65, 200 shares at $30.68, 200 shares at $30.69, 200 shares at $30.71, 200 shares at $30.72, 200 shares at $30.74, 2800 shares at $30.75, 200 shares at $30.78, 200 shares at $30.83, 400 shares at $30.85, 200 shares at $30.86, 200 shares at $30.90, 3100 shares at $30.92, 334 shares at $30.93, 1000 shares at $30.94, 2100 shares at $30.95, 2000 shares at $30.96, 1400 shares at $30.98, 1400 shares at $30.99, 500 shares at $31.05, 200 shares at $31.10, 200 shares at $31.15, 100 shares at $31.16, 200 shares at $31.20, 300 shares at $31.26, 1700 shares at $31.31, 900 shares at $31.32, 600 shares at $31.34, 100 shares at $31.37, 1000 shares at $31.38, (continue to footnote 3)

3. (continued from footnote 2): 100 shares at $31.43, 1500 shares at $31.44, 171 shares at $31.46, 1900 shares at $31.47, 900 shares at $31.49, 300 shares at $31.50, 1000 shares at $31.51, 600 shares at $31.53, 29 shares at $31.55, 500 shares at $31.57, 200 shares at $31.62, 1100 shares at $31.66, 200 shares at $31.67, 900 shares at $31.69, 400 shares at $31.70, 200 shares at $31.71, and 400 shares at $31.74.

4. Shares held directly by Kennelly Partners, L.P. Reporting Person and his wife are the sole general partners of Kennelly Partners, L.P. Reporting Person disclaims beneficial ownership of the common stock held by the partnership except to the extent of his pecuniary interest therein.

	/s/Dana Melton, Attorney-in-Fact	05/03/2007
	** 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 4 (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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