Barracuda Networks (CUDA) Form 4 BARRACUDA NETWORKS / Michael D Perone ownership change

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^*

Perone Michael D

(Last) (First) (Middle)

C/O BARRACUDA NETWORKS, INC.

3175 S. WINCHESTER BLVD.

(Street)

CAMPBELL CA 95008

(City) (State) (Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/28/2017		S(1)		82,906	D	$24.1(2)	1,816,494	D
Common Stock	09/28/2017		S(1)		19,053	D	$24.1(2)	490,345	I	By LLC(3)
Common Stock	09/28/2017		S(1)		10,775	D	$24.1(2)	296,087	I	By Trust(4)
Common Stock	09/28/2017		S(1)		9,065	D	$24.1(2)	248,359	I	By Trust(5)
Common Stock	09/28/2017		M		40,000	A	$12.66	1,856,494	D
Common Stock	09/28/2017		M		12,500	A	$17.13	1,868,994	D
Common Stock	09/28/2017		F(6)		29,961	D	$24.05	1,839,033	D
Common Stock	09/29/2017		S(1)		94,453	D	$24.16(7)	1,744,580	D
Common Stock	09/29/2017		S(1)		21,936	D	$24.16(7)	468,409	I	By LLC(3)
Common Stock	09/29/2017		S(1)		12,406	D	$24.16(7)	283,681	I	By Trust(4)
Common Stock	09/29/2017		S(1)		10,437	D	$24.16(7)	237,922	I	By Trust(5)
Common Stock								462,744	I	By Spouse
Common Stock								128,523	I	By Trust(8)

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
Employee Stock Option (right to buy)	$12.66	09/28/2017		M			40,000	(9)	11/20/2022	Common Stock	40,000	$0	0	D
Employee Stock Option (right to buy)	$17.13	09/28/2017		M			12,500	(9)	05/25/2026	Common Stock	12,500	$0	0	D

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 Oct 17, 2016.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within footnotes (2) and (7).

3. The shares are held directly Consulting2 LLC for which the Reporting Person serves as the managing member.

4. The shares are held directly by the Perone Family 2010 Irrevocable Trust dated June 29, 2010 for which the Reporting Person serves as a trustee.

5. The shares are held directly by the Perone 2012 Irrevocable Trust for which the Reporting Person serves as a trustee.

6. The exercise price of the options was paid by delivering already-owned shares of Issuer common stock valued at the current market price of $24.05 per share.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.01 to $24.28, inclusive.

8. The shares are held directly by the Perone Family 2010 Irrevocable Trust - Exempt dated June 29, 2010 for which the Reporting Person serves as a trustee.

9. Shares subject to the option are fully vested and immediately exercisable.

Remarks:

	/s/ Diane Honda Attorney-in-Fact for Michael D. Perone	09/29/2017
	** 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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