F5, INC. — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2016-01-29

Reporting Person: Rogers Scot Frazier (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	A	1012	$0.00	Acquired	5354	Direct
2016-02-01	Common Stock	M	1320	$0.00	Acquired	6674	Direct
2016-02-01	Common Stock	S	900	$93.4789	Disposed	5774	Direct
2016-02-01	Common Stock	S	126	$94.1463	Disposed	5648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Restricted Stock Units	$0.00	M	254	Disposed		Common Stock (254)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	297	Disposed		Common Stock (297)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	205	Disposed		Common Stock (205)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	564	Disposed		Common Stock (564)	Direct

Footnotes

F1: Shares acquired based on performance targets for the November 3, 2014, May 1, 2015, and November 2, 2015 awards of Restricted Stock Units.

F2: Shares acquired upon vesting of the May 1, 2014, November 3, 2014, May 1, 2015, and November 2, 2015 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 $92.95 to $93.82. 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 $94.1453 to $94.15. 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 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 May 1, 2014 award of service-based Restricted Stock Units vested on May 1, 2015, and the remaining seventy five percent (75%) vest in twelve equal quarterly increments beginning August 1, 2015.

F9: The May 1, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2015.

F10: The November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.