Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Barracuda
Networks, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
068323104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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 control number.
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1.
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Name of
Reporting Person.
Zachary S. Levow
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of Shares Beneficially by
Owned by
Each Reporting Person
With:
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5.
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Sole Voting Power
2,301,042
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6.
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Shared Voting Power
372,477
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7.
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Sole Dispositive Power
2,301,042
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8.
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Shared Dispositive Power
372,477
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,673,519
(1)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
5.1%
(2)
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12.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Includes (i) 2,049,384 shares of Common Stock held by the Reporting Person; (ii) 211,912 shares of Common Stock held by the Levow Family 2010 Irrevocable Trust dated June 29, 2010 for which the Reporting Person serves
as a trustee; (iii) 160,565 shares of Common Stock held by the Zach Levow 2015 Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person serves as trustee; (iv) 160,565 shares of Common Stock held by the Holly Levow 2015
Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person’s spouse serves as trustee; and (v) 91,093 shares of Common Stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2016.
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(2)
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Based on 52,776,391 shares of the Issuer’s Common Stock outstanding as of December 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016, filed
with the Securities and Exchange Commission on January 9, 2017.
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Page 2 of 5
Barracuda Networks, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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3175 S. Winchester Blvd.
Campbell, CA 95008
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(a)
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Name of Person Filing:
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Zachary S. Levow
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(b)
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Address of Principal Business Office or, if none, Residence:
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c/o Barracuda Networks, Inc.
3175 S. Winchester Blvd.
Campbell, CA 95008
United States of America
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value per share
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(e)
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CUSIP Number: 068323104
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Item 3.
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: includes (i) 2,049,384 shares of Common Stock held by the Reporting Person; (ii) 211,912 shares of Common Stock held by the Levow Family 2010 Irrevocable Trust dated June 29,
2010 for which the Reporting Person serves as a trustee; (iii) 160,565 shares of Common Stock held by the Zach Levow 2015 Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person serves as trustee;
(iv) 160,565 shares of Common Stock held by the Holly Levow 2015 Grantor Retained Annuity Trust, dated October 1, 2015 for which the Reporting Person’s spouse serves as trustee; and (v) 91,093 shares of Common Stock that are
issuable upon exercise of outstanding options within 60 days of December 31, 2016.
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(b)
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Percent of class: 5.1%
(1)
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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2,301,042
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(ii) Shared power to vote or to direct the vote
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372,477
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(iii) Sole power to dispose or to direct the disposition of
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2,301,042
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(iv) Shared power to dispose or to direct the disposition of
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372,477
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Page 3 of 5
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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(1)
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Based on 52,776,391 shares of the Issuer’s Common Stock outstanding as of December 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30,
2016, filed with the Securities and Exchange Commission on January 9, 2017.
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Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February 14, 2017
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Date
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/s/ Zachary S. Levow
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Zachary S. Levow
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Page 5 of 5
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