Fortinet, Inc. — Director's Dealing 2011

Mar 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2011-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-28	Common Stock	S	20000	$42.6915	Disposed	3830000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500000	Indirect
Common Stock	1500000	Indirect

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 $42.12 to $43.03 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: Excludes an aggregate of 3,000,000 shares previously reported as held directly by Reporting Person which were re-registered on February 14, 2011 and are now held directly by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "M. Xie GRAT") and the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "D. Wu GRAT").

F4: Includes 1,500,000 shares previously reported as held directly by the Reporting Person which were re-registered on February 14, 2011 and are now held directly by the M. Xie GRAT.

F5: Includes 1,500,000 shares previously reported as held directly by the Reporting Person which were re-registered on February 14, 2011 and are now held directly by the D. Wu GRAT.