Fastly, Inc. — Director's Dealing 2023

Nov 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fastly, Inc. (FSLY)
CIK: 0001517413
Period of Report: 2023-11-15

Reporting Person: Shirk Brett (Executive Vice President, CRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-15	Class A Common Stock	M	50000	—	Acquired	303261	Direct
2023-11-16	Class A Common Stock	S	31482	$16.24	Disposed	271779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-15	Performance rights	$	M	50000	Disposed		Class A Common Stock (50000)	Direct

Footnotes

F1: Reflects the conversion of previously granted performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. 50,000 of the 200,000 PRSUs vested based on the achievement of a performance condition (Issuer's Class A Common Stock achieving a sixty-day consecutive trailing average closing price of $17.25 per share).

F2: Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units and PRSUs.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.12 to $16.32. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: One fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $17.25 per share (with the earliest such vesting date being November 15, 2023, including if the performance condition is satisfied before such date); one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $23.00 per share (with the earliest such vesting date being November 15, 2024, including if the performance condition is satisfied before such date);

F5: one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $34.50 per share (with the earliest such vesting date being November 15, 2025, including if the performance condition is satisfied before such date); one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $46.00 per share (with the earliest such vesting date being November 15, 2026, including if the performance condition is satisfied before such date). Any unvested tranche will be forfeited if the applicable market price is not achieved on or before September 6, 2027.

F6: Represents the maximum number of shares remaining that may be issued pursuant to the PRSUs.