F5, INC. — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2015-01-29

Reporting Person: Rogers Scot Frazier (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	A	253	$0.00	Acquired	2384	Direct
2015-02-01	Common Stock	M	845	$0.00	Acquired	3229	Direct
2015-02-02	Common Stock	S	400	$110.84	Disposed	2829	Direct
2015-02-02	Common Stock	S	337	$111.7292	Disposed	2492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-01	Restricted Stock Units	$0.00	M	591	Disposed		Common Stock (591)	Direct
2015-02-01	Restricted Stock Units	$0.00	M	254	Disposed		Common Stock (254)	Direct

Footnotes

F1: Shares acquired based on performance targets for the November 3, 2014 award of Restricted Stock Units.

F2: Shares acquired upon vesting of the November 1, 2013, and November 3, 2014 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 $110.47 to $111.43. 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 $111.60 to $112.02. 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: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F6: The November 1, 2013 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2014.

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