Fortinet, Inc. — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2017-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	M	2188	—	Acquired	10005	Direct
2017-02-01	Common Stock	M	2500	—	Acquired	12505	Direct
2017-02-01	Common Stock	M	1875	—	Acquired	14380	Direct
2017-02-01	Common Stock	M	7500	—	Acquired	21880	Direct
2017-02-01	Common Stock	A	9492	—	Acquired	31372	Direct
2017-02-01	Common Stock	F	8869	$33.10	Disposed	22503	Direct
2017-02-03	Common Stock	S	13135	$37.15	Disposed	9368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Units	$0	M	2188	Disposed		Common Stock (2188)	Direct
2017-02-01	Restricted Stock Units	$0	M	2500	Disposed		Common Stock (2500)	Direct
2017-02-01	Restricted Stock Units	$0	M	1875	Disposed		Common Stock (1875)	Direct
2017-02-01	Restricted Stock Units	$0	M	7500	Disposed		Common Stock (7500)	Direct

Footnotes

F1: Vesting of restricted stock unit ("RSUs") granted to the Reporting Person on February 13, 2013.

F2: Vesting of RSUs granted to the Reporting Person on February 12, 2014.

F3: Vesting of RSUs granted to the Reporting Person on February 11, 2015.

F4: Vesting of RSUs granted to the Reporting Person on February 11, 2016.

F5: Represents shares earned by the Reporting Person as a result of the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 11, 2015.

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 and PSUs.

F7: The sales reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 12, 2016.

F8: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F9: 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.

F10: 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.

F11: 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.

F12: 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.