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: Rodriguez John Edward (Sr.VP,Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-29	Common Stock	A	3628	$0.00	Acquired	12304	Direct
2011-08-01	Common Stock	M	3220	$0.00	Acquired	15524	Direct
2011-08-01	Common Stock	S	1474	$92.5145	Disposed	14050	Direct
2011-08-01	Common Stock	S	1351	$93.5016	Disposed	12699	Direct
2011-08-01	Common Stock	S	300	$94.76	Disposed	12399	Direct
2011-08-01	Common Stock	S	100	$95.78	Disposed	12299	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Restricted Stock Units	$0.00	M	2500	Disposed		Common Stock (2500)	Direct
2011-08-01	Restricted Stock Units	$0.00	M	720	Disposed		Common Stock (720)	Direct
2011-08-01	Restricted Stock Units	$0.00	A	8114	Acquired		Common Stock (8114)	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: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $92.09 to $93.03. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F4: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $93.11 to $93.83. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F5: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $94.31 to $95.07. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F6: This transaction was executed pursuant to a Rule 10b5-1 trading plan.

F7: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F8: The August 3, 2009 award of service-based Restricted Stock Units vests in eight equal quarterly increments beginning November 1, 2009.

F9: If the reporting person continues to serve as an officer of the Company 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.

F10: 8,635 of the service-based Restricted Stock Units awarded August 2, 2010 vest in twelve equal quarterly increments beginning November 1, 2010; an additional 10,000 Restricted Stock Units vest August 1, 2013.

F11: 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 8,114 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.

F12: The August 1, 2011 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning November 1, 2011.