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: Kearny Ryan C. (CTO& EVP, Product & Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-01	Common Stock	M	852	$0.00	Acquired	2488	Direct
2017-11-01	Common Stock	S	541	$120.6816	Disposed	1947	Direct
2017-11-01	Common Stock	S	400	$121.315	Disposed	1547	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-01	Restricted Stock Unit	$0.00	M	509	Disposed		Common Stock (509)	Direct
2017-11-01	Restricted Stock Unit	$0.00	M	343	Disposed		Common Stock (343)	Direct
2017-11-01	Restricted Stock Unit	$0.00	A	6219	Acquired		Common Stock (6219)	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, in multiple trades at prices ranging from $120.08 to $120.95. 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.

F3: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $121.10 to $121.43. 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: Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

F5: The service-based Restricted Stock Units outstanding under this 11/02/2015 grant vest as follows: 508 vest 11/01/2016, 508 vest 02/01/2017, 509 vest 05/01/2017, 508 vest 08/01/2017, and 509 vest 11/01/2017.

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

F8: Concurrent with the award of 6,219 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 6,219 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.

F9: This November 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018.