Fortinet, Inc. — Director's Dealing 2013

Aug 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2013-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Common Stock	G	120000	—	Disposed	6628000	Direct
2013-04-04	Common Stock	G	875398	—	Disposed	1465657	Indirect
2013-04-04	Common Stock	G	875398	—	Disposed	1465657	Indirect
2013-04-04	Common Stock	G	1750796	—	Acquired	3068686	Indirect
2013-08-01	Common Stock	M	4166	—	Acquired	6632166	Direct
2013-08-01	Common Stock	F	1566	$21.34	Disposed	6630600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-01	Restricted Stock Units	$0	M	4166	Disposed		Common Stock (4166)	Direct

Footnotes

F1: Shares held directly by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F2: Shares held directly by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F3: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F4: Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.

F5: Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

F6: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F7: 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.