F5, INC. — Director's Dealing 2020

Nov 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5 NETWORKS, INC. (FFIV)
CIK: 0001048695
Period of Report: 2020-11-02

Reporting Person: Rogers Scot Frazier (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-02	Common Stock	S	1588	$130.5691	Disposed	16934	Direct
2020-11-02	Common Stock	S	1201	$131.3756	Disposed	15733	Direct
2020-11-02	Common Stock	S	1400	$132.715	Disposed	14333	Direct
2020-11-02	Common Stock	S	900	$133.7839	Disposed	13433	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-02	Restricted Stock Unit	$0.00	A	9145	Acquired		Common Stock (9145)	Direct

Footnotes

F1: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $130.01 to $130.96. 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.

F2: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $131.15 to $131.78. 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 $132.16 to $133.15. 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: This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $133.41 to $134.19. 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.

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

F6: Concurrent with the award of 9,145 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 9,145 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 2, 2020 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2021.

F8: 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.