SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)
BARRACUDA NETWORKS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
068323104
(CUSIP Number)
12/31/15
(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)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
| CUSIP NO. 068323104 | 13 G | Page 2 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324307 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
825,958 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
825,958 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,958 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 068323104 | 13 G | Page 3 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3330616 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
112,633 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
112,633 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,633 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 068323104 | 13 G | Page 4 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SCFF MANAGEMENT, LLC (“SCFF LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324306 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
938,591 shares of which 825,958 shares are directly held by SCFF and 112,633 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED VOTING POWER
938,591 shares of which 825,958 shares are directly held by SCFF and 112,633 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,591 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 068323104 | 13 G | Page 5 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH FUND III, L.P. (“SCGF III”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-2812490 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,883,737 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,883,737 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,883,737 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 068323104 | 13 G | Page 6 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (“SCGP III”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3735244 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
29,210 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
29,210 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,210 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 068323104 | 13 G | Page 7 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND LLC (“SCG III PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3737763 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
131,885 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
131,885 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,885 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 068323104 | 13 G | Page 8 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SCGF III MANAGEMENT, LLC (“SCGF III LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-2812373 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,044,832 shares of which 3,883,737 shares are directly held by SCGF III, 29,210 shares are directly held by SCGP III and 131,885 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,044,832 shares of which 3,883,737 shares are directly held by SCGF III, 29,210 shares are directly held by SCGP III and 131,885 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,044,832 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 068323104 | 13 G | Page 9 of 12 Pages |
| ITEM 1. |
| (a) | Name of Issuer: Barracuda Networks, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
3175 S. Winchester Blvd.
Campbell, CA 95008
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
SCFF Management, LLC
Sequoia Capital Growth Fund III, L.P.
Sequoia Capital Growth Partners III, L.P.
Sequoia Capital Growth III Principals Fund LLC
SCGF III Management, LLC
SCFF LLC is the General Partner of SCFF and SCFP. SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
Citizenship:
SCFF LLC, SCFF, SCFP, SCGF III LLC, SCGF III, SCGP III, SCG III PF: Delaware
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 068323104 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP NO. 068323104 | 13 G | Page 10 of 12 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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. ¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. 068323104 | 13 G | Page 11 of 12 Pages |
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.
Dated: February 12, 2016
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
| By: | SCFF Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCFF Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth Fund III, L.P. | ||||
| Sequoia Capital Growth Partners III, L.P. | ||||
| By: | SCGF III Management, LLC, | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth III Principals Fund LLC | ||||
| By: | SCGF III Management, LLC, | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| CUSIP NO. 068323104 | 13 G | Page 1 2 of 12 Pages |
Exhibit 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of Barracuda Networks, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 12, 2016
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
| By: | SCFF Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCFF Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth Fund III, L.P. | ||||
| Sequoia Capital Growth Partners III, L.P. | ||||
| By: | SCGF III Management, LLC, | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth III Principals Fund LLC | ||||
| By: | SCGF III Management, LLC, | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||