Fortinet, Inc. — Director's Dealing 2011

Aug 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2011-08-01

Reporting Person: Whittle John (VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock	M	9996	$3.735	Acquired	9996	Direct
2011-08-01	Common Stock	S	9996	$20.1803	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Employee Stock Option (right to buy)	$3.735	M	4164	Disposed	2015-04-23	Common Stock (4164)	Direct
2011-08-01	Employee Stock Option (right to buy)	$3.735	M	5832	Disposed	2016-01-28	Common Stock (5832)	Direct
2011-08-02	Employee Stock Option (right to buy)	$20.13	A	25000	Acquired	2018-08-02	Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$8.43	2017-02-10	Common Stock (50000)	50000	Direct
Employee Stock Option (right to buy)	$20.235	2018-02-08	Common Stock (60000)	60000	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 November 24, 2010.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.92 to $20.66 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: The option was previously reported as covering 11,461 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F5: One-fourth of the shares subject to the option vested on April 23, 2009 and one forty-eighth of the shares shall vest monthly thereafter.

F6: The option was previously reported as covering 29,168 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F7: 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.

F8: One-fourth of the shares subject to the option vest on August 2, 2012 and one forty-eighth of the shares shall vest monthly thereafter.

F9: The option was previously reported as covering 25,000 shares at an exercise price of $16.86 per share, but was adjusted to reflect the Stock Split.

F10: 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.

F11: The option was previously reported as covering 30,000 shares at an exercise price of $40.47 per share, but was adjusted to reflect the Stock Split.

F12: 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.