Fortinet, Inc. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2017-02-15

Reporting Person: Whittle John (VP CorpDev&Strat Alliance, GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	S	760	$37.6848	Disposed	9368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Restricted Stock Units	$0	A	30000	Acquired		Common Stock (30000)	Direct
2017-02-16	Nonqualified Stock Option (right to buy)	$37.24	A	30000	Acquired	2024-02-16	Common Stock (30000)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person on February 12, 2016.

F2: Represents the aggregate of sales effected on the same day at different prices. These shares were previously acquired by the Reporting Person under the Issuer's employee stock purchase plan on February 14, 2017.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $37.64 to $37.72 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.

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

F5: 25% of the RSUs vest on February 1, 2018, 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.

F6: 1/4 of the shares subject to the option vest on February 16, 2018 and 1/48 of the shares subject to the option vest monthly thereafter.