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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2018 | 3. Issuer Name and Ticker or Trading Symbol BARRACUDA NETWORKS INC [ CUDA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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)(2)(3)(4)(5)(6) | 5,445,455 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 4,992,900 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 3,055,441 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 3,055,441 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 3,055,441 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 264,045 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 264,045 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 177,023 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 177,023 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 302,664 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 302,664 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 452,555 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 452,555 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 184,767 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 184,767 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 692,032 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 692,032 | D | |
Common Stock(1)(2)(3)(4)(5)(6) | 316,928 | I | Footnotes(1)(2)(3)(4)(5) |
Common Stock(1)(2)(3)(4)(5)(6) | 316,928 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The filing of this Form 3 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), BlueMountain GP Holdings, LLC ("GP Holdings"), the General Partners (as defined in Footnote 5), Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") or BlueMountain Montenvers GP S.a r.l. ("BMM GP") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Barracuda Networks, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, the General Partners, BMCA GP and BMM GP disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. |
2. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 3,055,441 shares of Common Stock; (ii) BlueMountain Foinaven Master Fund L.P. ("BMFV"), which is the direct beneficial owner of 264,045 shares of Common Stock; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 177,023 shares of Common Stock; (iv) BlueMountain Logan Opportunities Master Fund L.P. ("BMLO"), which is the direct beneficial owner of 302,664 shares of Common Stock; (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 452,555 shares of Common Stock; (vi) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct beneficial owner of 184,767 shares of Common Stock; (vii) BlueMountain Summit Trading L.P. ("BMST"), which is the direct beneficial owner of 692,032 shares of Common Stock; and |
3. (vii) BlueMountain Fursan Fund L.P. ("FRSN" and, together with BMCA, BMFV, BMGP, BMLO, BMKH and BMST, the "Partnerships"), which is the direct beneficial owner of 316,928 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Partnerships and BMM (collectively, the "Funds"), only receives an asset-based fee relating to the Common Stock held by the Funds. |
4. (i) BMCA GP is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Foinaven GP, LLC ("BMFV GP") is the general partner of BMFV and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Logan Opportunities GP, LLC ("BMLO GP") is the general partner of BMLO and has an indirect profits interest in the Common Stock beneficially owned by it; (vi) BMM GP is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it; |
5. (vii) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP") is the general partner of BMKH and has an indirect profits interest in the Common Stock beneficially owned by it; (viii) BlueMountain Summit Opportunities GP II, LLC ("BMST GP") is the general partner of BMST and has an indirect profits interest in the Common Stock beneficially owned by it; and (ix) BlueMountain Fursan GP, LLC ("FRSN GP" and, together with BMC GP, BMFV GP, BMGP GP, BMLO GP, BMKH GP and BMST GP, the "General Partners") is the general partner of FRSN and has an indirect profits interest in the Common Stock beneficially owned by it. GP Holdings is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM. |
6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 3 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 3 due to the limitation of ten Reporting Persons per filing. |
Remarks: |
BlueMountain Logan Opportunities GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Logan Opportunities Master Fund L.P., By: BlueMountain Logan Opportunities GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person | 02/12/2018 | |
BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person | 02/12/2018 | |
BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Kicking Horse Fund L.P., By: BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Summit Trading L.P., By: BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Fursan GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
BlueMountain Fursan Fund L.P., By: BlueMountain Fursan GP , LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 02/12/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |