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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DREW JOHN (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REDBACK NETWORKS INC [ RBAK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Disclaims 13(g) group status
	3. Date of Earliest Transaction (Month/Day/Year) 06/05/2006
	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	06/05/2006		C		6,283,200	A	$4.603	9,541,696	I	TCV IV, L.P.(2)
Common Stock	06/05/2006		C		234,290	A	$4.603	355,794	I	TCV IV Strategic Partners, L.P.(3)
Common Stock	06/05/2006		J(1)		60,257	A	(1)	9,601,953	I	TCV IV, L.P.(2)
Common Stock	06/05/2006		J(1)		2,246	A	(1)	358,040	I	TCV IV, Strategic Partners, L.P.(3)

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
Series B Preferred Stock	$4.603(4)	06/05/2006		C			628,320	01/05/2004	(5)	Common Stock	6,283,200	$4.603(4)	0	I	TCV IV, L.P.(2)
Series B Preferred Stock	$4.603(4)	06/05/2006		C			23,429	01/05/2004	(5)	Common Stock	234,290	$4.603(4)	0	I	TCV IV Strategic Partners, L.P.(3)

1. Name and Address of Reporting Person* DREW JOHN (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* KIMBALL RICK (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* TECHNOLOGY CROSSOVER MANAGEMENT IV LLC (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* TCV IV LP (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* TCV IV STRATEGIC PARTNERS LP (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. The holders of Series B Preferred Stock received payment of accrued and unpaid dividends in Common Stock (with such Common Stock valued at the average closing price of the Issuers Common Stock for the 10 consecutive trading days prior to the conversion of the Series B Preferred Stock) upon the conversion of the Series B Preferred Stock.

2. These shares are held directly by TCV IV, L.P. Technolgy Crossover Management IV, L.L.C. ("TCM IV") is the sole general partner of TCV IV, L.P. Jay Hoag ("Hoag") and Richard H. Kimball ("Kimball") are managing members of TCM IV and John Drew ("Drew") is a non-managing member of TCM IV. Hoag, Kimball, Drew and TCM IV may be deemed to beneficially own the shares held by TCV IV, L.P. but Hoag, Kimball, Drew and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. These shares are held directly by TCV IV Strategic Partners, L.P. TCM IV is the sole general partner of TCV IV Strategic Partners, L.P. Hoag and Kimball are managing members of TCM IV and Drew is a non-managing member of TCM IV. Hoag, Kimball, Drew and TCM IV may be deemed to beneficially own the shares held by TCV IV Strategic Partners, L.P. but Hoag, Kimball, Drew and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. Each outstanding share of Series B Preferred Stock automatically converted into shares of Common Stock at the time the closing price of the Issuer's Common Stock was at least $13.809 for 90 consecutive trading days.

5. Not Applicable

Remarks:

	Carla S. Newell, authorized signatory for John Drew	06/07/2006
	Carla S. Newell, authorized signatory for Jay C. Hoag	06/07/2006
	Carla S. Newell, authorized signatory for Richard H. Kimball	06/07/2006
	Carla S. Newell, authorized signatory for Technology Crossover Management IV, L.L.C.	06/07/2006
	Carla S. Newell, authorized signatory for TCV IV, L.P.	06/07/2006
	Carla S. Newell Authorized signatory for TCV IV Strategic Partners, L.P.	06/07/2006
	** Signature of Reporting Person	Date
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