Fortinet, Inc. — Director's Dealing 2012

Mar 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2012-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-07	Common Stock	S	2500	$26.2265	Disposed	7247500	Direct
2012-03-08	Common Stock	S	2500	$26.3881	Disposed	7245000	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 Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 30, 2011.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $25.73 to $26.54 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 (3) to this Form 4.

F3: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $26.19 to $26.61 per share.

F4: Excludes 658,945 shares previously reported as held directly by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Xie GRAT") which were re-registered on March 5, 2012 and are now held directly by the 2010 K.A. Family Trust dated May 3, 2010 for which the Reporting Person serves as a trustee (the "Family Trust").

F5: Excludes 658,945 shares previously reported as held directly by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Wu GRAT") which were re-registered on March 5, 2012 and are now held directly by the Family Trust.

F6: Shares held directly by the Xie GRAT.

F7: Shares held directly the Wu GRAT.

F8: Includes 658,945 shares previously reported as held directly by each of the Xie GRAT and the Wu GRAT which were re-registered on March 5, 2012 and are now held directly by the Family Trust.

F9: Shares held directly by the Family Trust.