Statement of Changes in Beneficial Ownership (4)
29 April 2015 - 4:37AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Peranich David
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2. Issuer Name
and
Ticker or Trading Symbol
Riverbed Technology, Inc.
[
RVBD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, Worldwide Field Ops
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(Last)
(First)
(Middle)
C/O RIVERBED TECHNOLOGY, INC., 680 FOLSOM STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/24/2015
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(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/24/2015
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D
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283024
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D
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(1)
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328769
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D
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Common Stock
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4/24/2015
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D
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131895
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D
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(2)
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196874
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D
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Common Stock
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4/24/2015
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D
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165424
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D
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(3)
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31450
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D
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Common Stock
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4/24/2015
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D
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31450
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D
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(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. The amount of securities disposed of includes 1,681 share acquired under the Riverbed Technology, Inc. Employee Stock Purchase Plan on March 5, 2015.
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(
2)
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Represents the disposition of RSUs, which provided for vesting in 100% on December 31, 2015, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
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(
3)
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Represents the disposition of RSUs, which provided for vesting in 100% on December 31, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
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(
4)
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Represents the disposition of RSUs, which provided for vesting in three equal annual installments on February 15 of each year beginning February 15, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Peranich David
C/O RIVERBED TECHNOLOGY, INC.
680 FOLSOM STREET
SAN FRANCISCO, CA 94107
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President, Worldwide Field Ops
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Signatures
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/s/ David Peranich
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4/28/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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