Fortinet, Inc. — Director's Dealing 2012

Aug 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2012-08-07

Reporting Person: GOLDMAN KENNETH A (VP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-07	Common Stock	M	15000	$8.43	Acquired	15000	Direct
2012-08-07	Common Stock	S	15000	$25.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-07	Non-qualified Stock Option (right to buy)	$8.43	M	15000	Disposed	2017-02-10	Common Stock (15000)	Direct
2012-08-08	Restricted Stock Units	$0	A	16667	Acquired		Common Stock (16667)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2012.

F2: 1/4 of the shares subject to the option vested on February 10, 2011 and 1/48 of the shares subject to the option vest monthly thereafter.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F4: 25% of the RSUs vest on August 1, 2013, then the remaining 75% of the RSUs vest in equal installments on each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.