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: 2011-06-06

Reporting Person: Xie Michael (Director, VP, Engineering & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-06	Common Stock	S	20000	$23.8746	Disposed	7480000	Direct
2011-06-07	Common Stock	S	20000	$23.872	Disposed	7460000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000000	Indirect
Common Stock	3000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$3.735	2015-02-07	Common Stock (50000)	50000	Direct
Employee Stock Option (right to buy)	$3.735	2015-07-31	Common Stock (250000)	250000	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 (50000)	50000	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 November 8, 2010.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.68 to $24.16 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 within the ranges set forth in footnotes (2) and (5) to this Form 4.

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 3,750,000 additional shares of common stock.

F5: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.40 to $24.25 per share.

F6: As a result of the Stock Split, ownership by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Xie 2011 GRAT") includes 1,500,000 additional shares of common stock.

F7: Shares held directly by the Xie 2011 GRAT.

F8: As a result of the Stock Split, ownership by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Wu 2011 GRAT") includes 1,500,000 additional shares of common stock.

F9: Shares held directly by the Wu GRAT.

F10: This option was previously reported as covering 25,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F11: One-fourth of the shares subject to the option vested on February 7, 2008 and one forty-eighth of the shares shall vest monthly thereafter beginning on February 29, 2008.

F12: This option was previously reported as covering 125,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

F13: 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.

F14: 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.

F15: 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.

F16: This 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.

F17: 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.

F18: 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.

F19: 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.