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: 2016-02-01

Reporting Person: MCADAM JOHN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	7168	$0.00	Acquired	46574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Restricted Stock Units	$0.00	A	15956	Acquired		Common Stock (15956)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	2579	Disposed		Common Stock (2579)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	2683	Disposed		Common Stock (2683)	Direct
2016-02-01	Restricted Stock Units	$0.00	M	1906	Disposed		Common Stock (1906)	Direct

Footnotes

F1: Shares acquired upon vesting of the November 1, 2012, November 1, 2013, and November 3, 2014 awards of service-based Restricted Stock Units.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F3: 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 23,934 Performance RSUs over the one-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.

F4: This February 1, 2016 award of service-based Restricted Stock Units vests in four equal quarterly increments beginning May 1, 2016.

F5: The corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date.

F6: The November 1, 2012 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2013.

F7: The November 1, 2013 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2014.

F8: The November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.