F5, INC. — Director's Dealing 2010

Aug 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2010-08-01

Reporting Person: EAMES EDWARD JULIAN (Sr. VP Business Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-01	Common Stock	M	11616	$0.00	Acquired	11616	Direct
2010-08-02	Common Stock	S	11616	$88.6041	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-01	Restricted Stock Units	$0.00	M	5303	Disposed	2018-08-01	Common Stock (5303)	Direct
2010-08-01	Restricted Stock Units	$0.00	M	6313	Disposed	2019-08-03	Common Stock (6313)	Direct
2010-08-02	Restricted Stock Units	$0.00	A	17270	Acquired	2020-08-02	Common Stock (17270)	Direct
2010-08-02	Restricted Stock Units	$0.00	A	10000	Acquired	2020-08-02	Common Stock (10000)	Direct

Footnotes

F1: Shares received from vesting of the 8/1/2008 and 8/3/2009 restricted stock unit grants.

F2: Sale pursuant to the terms of a 10b5-1 trading plan.

F3: Fifty percent (50%) of the aggregate number of RSUs in the grant vest in equal quarterly increments over three years, until such portion of the grant is fully vested on August 1, 2013. 16.66% of the grant is subject to a quarterly performance vesting schedule for the period beginning August 2, 2010 through August 1, 2011, based on the Company achieving quarterly revenue and EBITDA targets during the period beginning with the fourth quarter of fiscal year 2010 through the third quarter of fiscal year 2011. The remaining portion of the grant is subject to the Company meeting specified performance criteria for each of the four quarters beginning with the third quarters in fiscal years 2011 and 2012 (16.66% for each period) to be set by the Compensation Committee of the Company's Board of Directors.

F4: One hundred percent (100%) of the RSUs will vest on August 1, 2013.