F5, INC. — Director's Dealing 2014

Nov 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2014-10-31

Reporting Person: Rogers Scot Frazier (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-01	Common Stock	M	592	$0.00	Acquired	2528	Direct
2014-11-03	Common Stock	S	100	$122.37	Disposed	2428	Direct
2014-11-03	Common Stock	S	197	$124.2674	Disposed	2231	Direct
2014-11-03	Common Stock	S	100	$125.39	Disposed	2131	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-31	Restricted Stock Units	$0.00	A	4066	Acquired		Common Stock (4066)	Direct
2014-11-01	Restricted Stock Units	$0.00	M	592	Disposed		Common Stock (592)	Direct

Footnotes

F1: Shares acquired upon vesting of the November 1, 2013 award of service-based Restricted Stock Units.

F2: This transaction was executed pursuant to a Rule 10b5-1 trading plan.

F3: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $124.11 to $124.42. 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: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F5: 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 4,066 Performance RSUs over the four-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.

F6: The November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.

F7: 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.

F8: Twenty-five percent (25%) of the November 1, 2013 award of service-based Restricted Stock Units vest February 1, 2014, and the remaining seventy-five percent (75%) vest in seven equal quarterly increments beginning May 1, 2014.