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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-07	Common Stock	S	50000	$25.1032	Disposed	6802000	Direct
2012-08-08	Common Stock	S	2000	$24.9315	Disposed	6800000	Direct
2012-08-09	Common Stock	S	2000	$24.8440	Disposed	6798000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-08	Restricted Stock Units	$0	A	16667	Acquired		Common Stock (16667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2341055	Indirect
Common Stock	2341055	Indirect
Common Stock	1317890	Indirect

Footnotes

F1: The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 13, 2012.

F2: Represents the aggregate of sales effected on the same day at different prices.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $24.51 to $25.33 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

F4: The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 30, 2011.

F5: Represents the weighted average sales price per share. The shares sold at prices ranging from $24.7501 to $25.10 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

F6: Represents the weighted average sales price per share. The shares sold at prices ranging from $24.68 to $25.01 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

F7: Shares held directly by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F8: Shares held directly by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F9: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F10: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F11: 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.