Fortinet, Inc. — Director's Dealing 2010

Nov 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2010-11-23

Reporting Person: Xie Ken (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-25	Common Stock	G	6000	—	Disposed	5862499	Direct
2010-06-22	Common Stock	G	6000	—	Disposed	5856499	Direct
2010-07-20	Common Stock	G	6000	—	Disposed	5850499	Direct
2010-08-24	Common Stock	G	12000	—	Disposed	5838499	Direct
2010-09-27	Common Stock	G	18000	—	Disposed	6417355	Direct
2010-10-19	Common Stock	G	18000	—	Disposed	6399355	Direct
2010-11-23	Common Stock	M	30000	$2.15	Acquired	6429355	Direct
2010-11-23	Common Stock	M	150000	$2.365	Acquired	6579355	Direct
2010-11-23	Common Stock	S	90000	$31.5242	Disposed	6489355	Direct
2010-11-23	Common Stock	G	18000	—	Disposed	6471355	Direct
2010-09-14	Common Stock	G	367287	—	Disposed	0	Indirect
2010-09-14	Common Stock	G	367287	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-23	Employee Stock Option (right to buy)	$2.15	M	30000	Disposed	2011-03-01	Common Stock (30000)	Direct
2010-11-23	Employee Stock Option (right to buy)	$2.365	M	150000	Disposed	2011-07-20	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1201572	Indirect
Common Stock	1201572	Indirect

Footnotes

F1: Includes 298,428 shares previously reported as held directly by The Ken Xie 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person serves as trustee (the "Xie 2009 GRAT") and 298,428 shares previously reported as held directly by The Winnie Hiu-Yin Lee 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person's spouse serves as trustee (the "Lee 2009 GRAT") which were re-registered on September 10, 2010 and are now held directly by the Reporting Person.

F2: Includes 223,297 shares previously reported as held directly by The Ken Xie 2007 Annuity Trust dated September 25, 2007 for which the Reporting Person serves as trustee (the "Xie 2007 Annuity Trust") and 223,297 shares previously reported as held directly by The Winnie Hiu-Yin Lee 2007 Annuity Trust dated September 25, 2007 for which the Reporting Person's spouse serves as trustee (the "Lee 2007 Annuity Trust") which were re-registered on September 14, 2010 and are now held directly by the Reporting Person.

F3: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 30, 2009, as amended.

F4: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.11 to $31.77 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F5: Excludes 223,297 shares previously reported as held directly by the Xie 2007 Annuity Trust which were re-registered on September 14, 2010 and are now held directly by the Reporting Person.

F6: Shares held directly by the Xie 2007 Annuity Trust.

F7: Excludes 223,297 shares previously reported as held directly by the Lee 2007 Annuity Trust which were re-registered on September 14, 2010 and are now held directly by the Reporting Person.

F8: Shares held directly by the Lee 2007 Annuity Trust.

F9: Excludes 298,428 shares previously reported as held directly by the Xie 2009 GRAT which were re-registered on September 10, 2010 and are now held directly by the Reporting Person.

F10: Shares held directly by the Xie 2009 GRAT.

F11: Excludes 298,428 shares previously reported as held directly by the Lee 2009 GRAT which were re-registered on September 10, 2010 and are now held directly by the Reporting Person.

F12: Shares held directly by the Lee 2009 GRAT.

F13: Shares subject to the option are fully vested and immediately exercisable.