F5, INC. — Director's Dealing 2016

Nov 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2016-10-28

Reporting Person: DiLullo John D (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	M	10167	$0.00	Acquired	10618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-28	Restricted Stock Units	$0.00	A	9856	Acquired		Common Stock (9856)	Direct
2016-10-28	Restricted Stock Units	$0.00	A	7301	Acquired		Common Stock (7301)	Direct
2016-11-01	Restricted Stock Units	$0.00	M	10167	Disposed		Common Stock (10167)	Direct

Footnotes

F1: Shares acquired upon vesting of the November 2, 2015 award of service-based Restricted Stock Units.

F2: Includes 451 shares acquired on April 29, 2016 under the F5 Networks, Inc. stock purchase plan.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F4: Concurrent with the 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 9,856 Performance RSUs over the 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.

F5: This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017.

F6: 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.

F7: This November 1, 2016 award of service-based Restricted Stock Units vests 100% on November 1, 2018.

F8: This November 2, 2015 award of service-based Restricted Stock Units vests twenty five percent (25%) on November 1, 2016, and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning February 1, 2017.