F5, INC. — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2011-07-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-29	Common Stock	A	12698	$0.00	Acquired	326301	Direct
2011-08-01	Common Stock	M	11269	$0.00	Acquired	337570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Restricted Stock Units	$0.00	M	8750	Disposed		Common Stock (8750)	Direct
2011-08-01	Resricted Stock Units	$0.00	M	2519	Disposed		Common Stock (2519)	Direct
2011-08-01	Restricted Stock Units	$0.00	A	28397	Acquired		Common Stock (28397)	Direct

Footnotes

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

F2: Shares acquired upon vesting of August 3, 2009, and August 2, 2010 awards of service-based Restricted Stock Units.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F4: The August 3, 2009 award of service-based Restricted Stock Units vests in eight equal quarterly increments beginning November 1, 2009.

F5: 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.

F6: 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.

F7: Concurrent with this award of service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 28,397 Performance RSUs over the three-year vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved.

F8: The August 1, 2011 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning November 1, 2011.