Fortinet, Inc. — Director's Dealing 2014

May 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2014-03-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-27	Common Stock	G	1465657	—	Disposed	0	Indirect
2014-03-27	Common Stock	G	1465657	—	Disposed	0	Indirect
2014-03-27	Common Stock	G	662488	—	Acquired	662488	Indirect
2014-05-01	Common Stock	M	1041	—	Acquired	6629041	Direct
2014-05-01	Common Stock	M	2500	—	Acquired	6631541	Direct
2014-05-01	Common Stock	F	1332	$21.94	Disposed	6630209	Direct
2014-05-02	Common Stock	S	2209	$21.98	Disposed	6628000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-01	Restricted Stock Units	$0	M	1041	Disposed		Common Stock (1041)	Direct
2014-05-01	Restricted Stock Units	$0	M	2500	Disposed		Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2668756	Indirect
Common Stock	2668756	Indirect

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 K.A. Children's Trust dated February 9, 2011, 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: Vesting of RSUs granted to the Reporting Person on February 13, 2013.

F6: 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 on this line 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.

F7: The sales reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 8, 2013.

F8: Shares held directly by the 2014 Michael Xie Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.

F9: Shares held directly by the 2014 Danke Wu Grantor Retained Annuity Trust dated March 6, 2014, 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 vested 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.

F12: 25% of the RSUs vested on February 1, 2014, 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.