F5, INC. — Director's Dealing 2019

Nov 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS, INC. (FFIV)
CIK: 0001048695
Period of Report: 2019-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-01	Common Stock	M	877	$0.00	Acquired	4097	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-01	Restricted Stock Unit	$0.00	M	213	Disposed		Common Stock (213)	Direct
2019-11-01	Restricted Stock Unit	$0.00	M	83	Disposed		Common Stock (83)	Direct
2019-11-01	Restricted Stock Unit	$0.00	M	581	Disposed		Common Stock (581)	Direct
2019-11-01	Restricted Stock Unit	$0.00	A	9241	Acquired		Common Stock (9241)	Direct

Footnotes

F1: Shares acquired upon vesting of the February 1, 2017, November 1, 2017, and November 1, 2018 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: This November 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018.

F6: This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019.

F7: Concurrent with the award of 9,241 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 9,241 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.

F8: This November 1, 2019 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2020.