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: Anderson Mark (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	1841	$0.00	Acquired	12394	Direct
2012-02-01	Common Stock	M	1790	$0.00	Acquired	14184	Direct
2012-02-01	Common Stock	S	1400	$120.2443	Disposed	12784	Direct
2012-02-01	Common Stock	S	300	$120.88	Disposed	12484	Direct
2012-02-01	Common Stock	S	1331	$122.3749	Disposed	11153	Direct
2012-02-01	Common Stock	S	600	$123.0567	Disposed	10553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Units	$0.00	M	720	Disposed		Common Stock (720)	Direct
2012-02-01	Restricted Stock Units	$0.00	M	676	Disposed		Common Stock (676)	Direct
2012-02-01	Restricted Stock Units	$0.00	M	394	Disposed		Common Stock (394)	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: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $119.72 to $120.62. 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 $120.79 to $121.05. 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 $121.89 to $122.85. 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, in multiple trades at prices ranging from $122.90 to $123.16. 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.

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

F8: 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.

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

F11: The November 9, 2011 award of service-based Restricted Stock Units vest in twelve equal quarterly increments beginning February 1, 2012.