F5, INC. — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	6241	$0.00	Acquired	254460	Direct
2012-02-01	Common Stock	M	6066	$0.00	Acquired	260526	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Units	$0.00	M	2519	Disposed		Common Stock (2519)	Direct
2012-02-01	Restricted Stock Units	$0.00	M	2366	Disposed		Common Stock (2366)	Direct
2012-02-01	Restricted Stock Units	$0.00	M	1181	Disposed		Common Stock (1181)	Direct

Footnotes

F1: Shares acquired based on performance targets for the August 2, 2010, August 1, 2011, and November 9, 2011 awards of Restricted Stock Units.

F2: Shares acquired upon vesting of the August 2, 2010, August 1, 2011, and November 9, 2011 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: 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.

F5: 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.

F6: The August 1, 2011 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning November 1, 2011.

F7: The November 9, 2011 award of service-based Restricted Stock Units vest in twelve equal quarterly increments beginning February 1, 2012.