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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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ACCEL VIII LP

(Last) (First) (Middle)
ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Riverbed Technology, Inc. [ RVBD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/19/2007 J(1) 4,944,787 D $27.09 4,944,787 I(2) By Accel VIII L.P.(3)
Common Stock 03/19/2007 J(1) 971,320 D $27.09 971,321 I(4) By Accel Internet Fund IV L.P.(5)
Common Stock 03/19/2007 J(1) 428,243 D $27.09 428,244 I(6) By Accel Investors 2002 L.L.C.(7)
Common Stock 03/19/2007 J(8) 192,274(8) A $27.09 192,274 D(15)
Common Stock 03/19/2007 J(8) 113,467(8) A $27.09 113,467 I(9) By Brookline Living Trust(10)
Common Stock 03/19/2007 J(8) 224,192(8) A $27.09 224,192 D(16)
Common Stock 03/19/2007 J(8) 210,554(8) A $27.09 210,554 D(17)
Common Stock 03/19/2007 J(8) 17,824(8) A $27.09 17,824 I(11) By ACP Family Partnership L.P.(12)
Common Stock 03/19/2007 J(8) 79,745(8) A $27.09 79,745 I(13) By Ellmore C. Patterson Partners(14)
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
1. Name and Address of Reporting Person*
ACCEL VIII LP

(Last) (First) (Middle)
ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL INTERNET FUND IV LP

(Last) (First) (Middle)
ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL VIII ASSOCIATES LLC

(Last) (First) (Middle)
ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL INVESTORS 2002 LLC

(Last) (First) (Middle)
ACCEL PARTNERS
428 UNIVERSTIY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BREYER JAMES

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOUW RANZETTA THERESIA

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WAGNER J PETER

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PATTERSON ARTHUR C

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreements.
2. Shares directly owned by Accel VIII L.P.
3. Shares are directly owned by Accel VIII L.P. Accel VIII Associates L.L.C. is the General Partner of Accel VIII L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel VIII Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
4. Shares directly owned by Accel Internet Fund IV L.P.
5. Shares are directly owned by Accel Internet Fund IV L.P. Accel VIII Associates L.L.C. is the General Partner of Accel Internet Fund IV L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel VIII Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
6. Shared directly owned by Accel Investors 2002 L.L.C.
7. Shares are directly owned by Accel Investors 2002 L.L.C. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel Investors 2002 L.L.C. and share voting and investment power. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
8. Received aggregate shares without additional consideration from Accel VIII L.P., Accel Internet Fund IV L.P., Accel Investors 2002 L.L.C. and Meritech Capital Affiliates II L.P. in pro rata distributions pursuant to partnership agreements.
9. Shares directly owned by the Brookline Living Trust.
10. Shares are directly owned by the Brookline Living Trust. Theresia Gouw Ranzetta is a Trustee of the Brookline Living Trust and shares voting and investment powers. Theresia Gouw Ranzetta disclaims beneficial ownership except to the extent of her pecuniary interest therein.
11. Shares directly owned by ACP Family Partnership L.P.
12. Shares are directly owned by the ACP Family Partnership L.P. Arthur C. Patterson is a General Partner of the ACP Family Partnership L.P. and shares voting and investment powers. Arthur C. Patterson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
13. Shares directly owned by Ellmore C. Patterson Partners.
14. Shares are directly owned by the Ellmore C. Patterson Partners. Arthur C. Patterson is a General Partner of the Ellmore C. Patterson Partners and shares voting and investment powers. Arthur C. Patterson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
15. Shares directly owned by James W. Breyer.
16. Shares directly owned by J. Peter Wagner.
17. Shares directly owned by Arthur C. Patterson.
/s/ Tracy L. Sedlock, Attorney in Fact for the Reporting Persons 03/21/2007
** 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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