F5, INC. — Director's Dealing 2018

Nov 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS INC (FFIV)
CIK: 0001048695
Period of Report: 2018-11-01

Reporting Person: WHALEN CHAD MICHAEL (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-01	Common Stock	M	295	$0.00	Acquired	472	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-01	Restricted Stock Unit	$0.00	M	212	Disposed		Common Stock (212)	Direct
2018-11-01	Restricted Stock Unit	$0.00	M	83	Disposed		Common Stock (83)	Direct
2018-11-01	Restricted Stock Unit	$0.00	A	6980	Acquired		Common Stock (6980)	Direct

Footnotes

F1: Shares acquired upon vesting of the February 1, 2017 and November 1, 2017 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: Twenty five percent (25%) of this February 1, 2017 award of service-based Restricted Stock Units vests on February 1, 2018, and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning May 1, 2018

F4: 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.

F5: The service-based Restricted Stock Units (RSUs) outstanding under this 11/01/2017 grant vest as follows: 83 vest 08/01/2018, 83 vest
11/1/2018, 83 vest 2/1/2019, 83 vest 05/01/2019, 83 vest 08/01/2019, 83 vest 11/01/2019.

F6: Concurrent with the award of 6,980 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 6,980 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 three-year period in three 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.

F7: This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019.