Fortinet, Inc. — Director's Dealing 2011

Jun 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2011-06-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-07	Common Stock	S	120000	$23.909	Disposed	12503898	Direct
2011-06-07	Common Stock	G	24000	—	Disposed	12479898	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2403144	Indirect
Common Stock	2403144	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$3.735	2015-02-07	Common Stock (150000)	150000	Direct
Employee Stock Option (right to buy)	$3.735	2015-07-31	Common Stock (300000)	300000	Direct
Employee Stock Option (right to buy)	$3.735	2016-01-28	Common Stock (200000)	200000	Direct
Employee Stock Option (right to buy)	$8.43	2017-02-10	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$20.235	2018-02-08	Common Stock (100000)	100000	Direct

Footnotes

F1: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 23, 2011.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.395 to $24.26 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.

F3: On June 1, 2011, the common stock of the Issuer split 2-for-1, in the form of a 100% stock dividend, to all stockholders of record as of the close of business on May 9, 2011 (the "Stock Split").

F4: As a result of the Stock Split, the Reporting Person's ownership includes 6,311,949 additional shares of common stock.

F5: As a result of the Stock Split, ownership 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") includes 1,201,572 additional shares of common stock.

F6: Shares held directly by the Xie 2009 GRAT.

F7: As a result of the Stock Split, ownership 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") includes 1,201,572 additional shares of common stock.

F8: Shares held directly by the Lee 2009 GRAT.

F9: This option was previously reported as covering 75,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F10: One-fourth of the shares subject to the option vested on May 4, 2008 and one forty-eighth of the shares shall vest monthly thereafter.

F11: This option was previously reported as covering 150,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F12: One-fourth of the shares subject to the option vested on July 31, 2009 and one forty-eighth of the shares shall vest monthly thereafter.

F13: This option was previously reported as covering 100,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F14: One-fourth of the shares subject to the option vested on January 28, 2010 and one forty-eighth of the shares shall vest monthly thereafter.

F15: This option was previously reported as covering 50,000 shares at an exercise price of $16.86 per share, but was adjusted to reflect the Stock Split.

F16: One-fourth of the shares subject to the option vested on February 10, 2011 and one forty-eighth of the shares shall vest monthly thereafter.

F17: This option was previously reported as covering 50,000 shares at an exercise price of $40.47 per share, but was adjusted to reflect the Stock Split.

F18: One-fourth of the shares subject to the option vest on February 8, 2012 and one forty-eighth of the shares shall vest monthly thereafter.