Fortinet, Inc. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2016-02-01

Reporting Person: Xie Ken (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	2188	—	Acquired	12759173	Direct
2016-02-01	Common Stock	M	1563	—	Acquired	12760736	Direct
2016-02-01	Common Stock	M	2500	—	Acquired	12763236	Direct
2016-02-01	Common Stock	M	10000	—	Acquired	12773236	Direct
2016-02-01	Common Stock	F	6109	$28.39	Disposed	12767127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Restricted Stock Units	$0	M	2188	Disposed		Common Stock (2188)	Direct
2016-02-01	Restricted Stock Units	$0	M	1563	Disposed		Common Stock (1563)	Direct
2016-02-01	Restricted Stock Units	$0	M	2500	Disposed		Common Stock (2500)	Direct
2016-02-01	Restricted Stock Units	$0	M	10000	Disposed		Common Stock (10000)	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: Vesting of RSUs granted to the Reporting Person on February 11, 2015.

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 and PSUs. 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.

F8: 25% of the RSUs vest 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.

F9: 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.

F10: 25% of the RSUs vest on February 1, 2016, 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.