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Fortinet, Inc. — Director's Dealing 2015
Aug 4, 2015
29957_dirs_2015-08-04_a5162a1a-bf0d-4691-80de-b150a656cc96.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2015-08-01
Reporting Person: Whittle John (VP CorpDev&Strat Alliance, GC)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-08-01 | Common Stock | M | 625 | — | Acquired | 625 | Direct |
| 2015-08-01 | Common Stock | M | 2188 | — | Acquired | 2813 | Direct |
| 2015-08-01 | Common Stock | M | 2500 | — | Acquired | 5313 | Direct |
| 2015-08-01 | Common Stock | A | 22500 | — | Acquired | 27813 | Direct |
| 2015-08-01 | Common Stock | F | 14515 | $47.74 | Disposed | 13298 | Direct |
| 2015-08-03 | Common Stock | M | 1042 | $20.13 | Acquired | 14340 | Direct |
| 2015-08-03 | Common Stock | S | 14340 | $47.3855 | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-08-01 | Restricted Stock Units | $0 | M | 625 | Disposed | Common Stock (625) | Direct | |
| 2015-08-01 | Restricted Stock Units | $0 | M | 2188 | Disposed | Common Stock (2188) | Direct | |
| 2015-08-01 | Restricted Stock Units | $0 | M | 2500 | Disposed | Common Stock (2500) | Direct | |
| 2015-08-03 | Employee Stock Option (right to buy) | $20.13 | M | 1042 | Disposed | 2018-08-02 | Common Stock (1042) | Direct |
Footnotes
F1: Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.
F2: Vesting of RSUs granted to the Reporting Person on February 13, 2013.
F3: Vesting of RSUs granted to the Reporting Person on February 12, 2014.
F4: Represents shares earned by the Reporting Person as a result of the vesting of performance stock units ("PSUs") granted to the Reporting Person on August 13, 2013.
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 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 and PSUs.
F6: The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date, which, because such date was a Saturday, was the NASDAQ closing price on the last trading date immediately preceding the vesting and release date.
F7: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2015.
F8: Represents the aggregate of sales effected on the same day at different prices.
F9: Represents the weighted average sales price per share. The shares sold at prices ranging from $47.02 to $47.7295 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.
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 service of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
F13: 25% of the RSUs vest on February 1, 2015, 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.
F14: The option is 100% vested and exercisable.