F5, INC. — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2017-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-01	Common Stock	M	3158	$0.00	Acquired	7944	Direct
2017-11-01	Common Stock	S	1465	$120.94	Disposed	6479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-01	Restricted Stock Unit	$0.00	A	10365	Acquired		Common Stock (10365)	Direct
2017-11-01	Restricted Stock Unit	$0.00	M	2542	Disposed		Common Stock (2542)	Direct
2017-11-01	Restricted Stock Unit	$0.00	M	616	Disposed		Common Stock (616)	Direct

Footnotes

F1: Shares acquired upon vesting of the November 2, 2015 and November 1, 2016 awards of service-based Restricted Stock Units.

F2: This transaction was executed pursuant to a Rule 10b5-1 trading 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 10,365 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 10,365 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.The Performance RSUs vests over a four-year period in four equal annual installments. 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, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018.

F6: If the reporting person continues to provide services to the Company through 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 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.

F8: This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017.