Fortinet, Inc. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2016-02-11

Reporting Person: Jensen Keith (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	M	357	—	Acquired	521	Direct
2016-02-11	Common Stock	F	134	$23.83	Disposed	387	Direct
2016-02-16	Common Stock	S	200	$24.58	Disposed	187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Restricted Stock Units	$0	A	1070	Acquired		Common Stock (1070)	Direct
2016-02-11	Restricted Stock Units	$0	M	357	Disposed		Common Stock (357)	Direct
2016-02-11	Restricted Stock Units	$0	A	15000	Acquired		Common Stock (15000)	Direct
2016-02-11	Nonqualified Stock Option (right to buy)	$23.83	A	10000	Acquired	2023-02-11	Common Stock (10000)	Direct

Footnotes

F1: Vesting of performance stock units earned by the Reporting Person on February 11, 2016.

F2: 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 restricted stock units ("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.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2015.

F4: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F5: 357 shares vest on February 11,2016. 50% of the remaining RSUs will vest on February 11, 2017 and 50% will vest on February 11, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

F6: 25% of the RSUs vest on February 1, 2017, 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.

F7: 1/4 of the shares subject to the option vest on February 11, 2017 and 1/48 of the shares subject to the option vest monthly thereafter.