SEC FORM 3

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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^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2006

3. Issuer Name and Ticker or Trading Symbol
Riverbed Technology, Inc. [ RVBD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,041,753	⁽¹⁾	D⁽²⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	459,297	⁽¹⁾	D⁽³⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,303,346	⁽¹⁾	D⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	504,029	⁽¹⁾	I⁽⁶⁾	By Burn3 L.L.C⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	252,015	⁽¹⁾	I⁽⁷⁾	By Homestake Partners L.P.⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	494,462	⁽¹⁾	D⁽²⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	218,002	⁽¹⁾	D⁽³⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,517,201	⁽¹⁾	D⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	239,235	⁽¹⁾	I⁽⁶⁾	By Burn3 L.L.C.⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	119,617	⁽¹⁾	I⁽⁷⁾	By Homestake Partners L.P.⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	385,663	⁽¹⁾	D⁽²⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	170,034	⁽¹⁾	D⁽³⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,963,330	⁽¹⁾	D⁽⁴⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	186,596	⁽¹⁾	I⁽⁶⁾	By Burn3 L.L.C.⁽⁶⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	93,297	⁽¹⁾	I⁽⁷⁾	By Homestake Partners L.P.⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	123,007	⁽¹⁾	D⁽²⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	54,232	⁽¹⁾	D⁽³⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	626,201	⁽¹⁾	D⁽⁴⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	59,514	⁽¹⁾	I⁽⁶⁾	By Burn3 L.L.C.⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	29,757	⁽¹⁾	I⁽⁷⁾	By Homestake Partners L.P.⁽⁷⁾

1. Name and Address of Reporting Person^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HOMESTAKE PARTNERS LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

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^*

BURN3 LLC

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

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. The convertible preferred stock is convertible immediately into Issuer's common stock on a 1-for-1 basis and has no expiration date.

2. Shares are directly held by Accel Internet Fund IV L.P.

3. Shares are directly held by Accel Investors 2002 L.L.C.

4. Shares are directly held by Accel VIII L.P.

5. The general partner of Accel VIII L.P. and Accel Internet Fund IV L.P. is Accel VIII Associates L.L.C. and the managing members of the general partner and Accel Investors 2002 L.L.C. are James R. Swartz, James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta and J. Peter Wagner. Each of the managing members exercises shared voting and investment power over the shares held by the Accel entities. Each of the managing members disclaims beneficial ownership of the shares held by the Accel entities except to the extent of his or her pecuniary interest therein.

6. Reporting Person is the manager of Burn3 L.L.C. and exercises sole voting and investment power over the shares held by Burn3 L.L.C.. Reporting Person disclaims beneficial ownership of the shares held by Burn3 L.L.C. except to the extent of his pecuniary interest therein.

7. Reporting Person is the general partner of Homestake Partners L.P. and exercises sole voting and investment power over the shares held by Homestake Partners L.P. Reporting Person disclaims beneficial ownership of the shares held by Homestake Partners L.P. except to the extent of his pecuniary interest therein.

Remarks:

This Form 3 is being filed twice because there are more than 10 Reporting Persons. Exhibit List ------------- Exhibit 24 - Power of Attorney Exhibit 99.1 - Joint Filer Information

	/s/ Tracy L. Sedlock, Attorney-in-Fact for all Reporting Persons	09/20/2006
	** 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.