F5, INC. — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2011-05-01

Reporting Person: MCADAM JOHN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	A	12392	$0.00	Acquired	352335	Direct
2011-05-01	Common Stock	M	11268	$0.00	Acquired	363603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-01	Restricted Stock Units	$0.00	M	8750	Disposed		Common Stock (8750)	Direct
2011-05-01	Resricted Stock Units	$0.00	M	2518	Disposed		Common Stock (2518)	Direct

Footnotes

F1: Shares acquired based on performance targets for the August 3, 2009 and August 2, 2010 awards of Restricted Stock Units.

F2: Includes 215 shares acquired on April 29, 2011 under the F5 Networks, Inc. stock purchase plan.

F3: Shares acquired upon vesting of August 3, 2009, and August 2, 2010 awards of service-based Restricted Stock Units.

F4: Certain Restricted Stock Units vest based on performance targets ("Performance Awards"). Previously, the Company disclosed Performance Awards in Table II. When the performance targets were achieved, the Company reported the conversion of the Performance Awards in Table II, and reported the acquisition of the underlying shares in Table I. Performance Awards will no longer be reported in Table II. The underlying shares of Performance Awards will hereafter be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved. Consistent with this change in reporting practices, the Restricted Stock Units reported in Table II of this Report are service-based only and do not include Performance Awards.

F5: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F6: The August 3, 2009 award of service-based Restricted Stock Units vests in eight equal quarterly increments beginning November 1, 2009.

F7: If the reporting person continues to serve as an officer on the vest date, the corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date.

F8: 30,222 of the service-based Restricted Stock Units awarded August 2, 2010 vest in twelve equal quarterly increments beginning November 1, 2010; an additional 25,000 Restricted Stock Units vest August 1, 2013.