Fortinet, Inc. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2011-02-24

Reporting Person: WALECKA JOHN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	S	30000	$40.75	Disposed	91427	Indirect
2011-02-25	Common Stock	M	120000	$1.95	Acquired	120000	Direct
2011-02-25	Common Stock	M	3000	$17.98	Acquired	123000	Direct
2011-02-25	Common Stock	S	123000	$41.39	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Stock Option (right to buy)	$1.95	M	120000	Disposed	2012-08-13	Common Stock (120000)	Direct
2011-02-25	Stock Option (right to buy)	$17.98	M	3000	Disposed	2017-08-05	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27602	Indirect

Footnotes

F1: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $40.66 to $40.88 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: The shares are held by the Walecka 1992 Living Trust udt dated December 31, 1992 ("Walecka Trust"). The Reporting Person is a trustee and beneficiary of the Walecka Trust. .

F3: The number of shares reported as indirectly held by the Walecka Trust reflects the change in form of beneficial ownership of an aggregate of 43,250 shares previously reported as indirectly held through the Reporting Person's interest in Redpoint Ventures II, LP ("RV II LP") and Redpoint Associates II, LLC ("RA II"). Such shares were received by virtue of (i) a pro-rata in-kind distribution of common stock of the Issuer by RV II LP without consideration to its limited partners and Redpoint Ventures II, LLC ("RV II LLC"), its general partner, and the further pro-rata in-kind distribution of the shares received by RV II LLC without consideration to its members, including the Walecka Trust; and (ii) a pro-rata in-kind distribution of common stock of the Issuer by RA II without consideration to its members, including the Walecka Trust. Following these distributions, neither RV II LP, RV II LLC nor RA II hold any shares of the Issuer's Common Stock.

F4: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $41.31 to $41.58 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: The shares are held by Walecka Enterprises I, L.P. ("Walecka LP"). The Reporting Person is the General Manager of Walecka Capital LLC which serves as the general partner of Walecka LP.

F6: The number of shares reported as indirectly held by Walecka LP reflects the change in form of beneficial ownership of an aggregate of 9,908 shares previously reported as indirectly held through the Reporting Person's interest in RV II LP. Such shares were received by virtue of a pro-rata in-kind distribution of common stock of the Issuer by RV II LP without consideration to its limited partners and RV II LLC, its general partner, and the further pro-rata in-kind distribution of the shares received by RV II LLC without consideration to its members, including Walecka LP. The Reporting Person disclaims beneficial ownership of the shares held by Walecka LP except to the extent of his proportionate pecuniary interest therein.

F7: This option was vested with respect to 55,200 shares as of the grant date of the option, which was July 18, 2005. The balance of the shares subject to the option vested in 27 equal monthly installments thereafter, such that the award became fully vested on October 14, 2007.

F8: The option vests in forty-eight equal monthly installments beginning on September 5, 2010.