Fortinet, Inc. — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORTINET INC (FTNT)
CIK: 0001262039
Period of Report: 2018-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	2500	—	Acquired	7181	Direct
2018-02-01	Common Stock	M	1875	—	Acquired	9056	Direct
2018-02-01	Common Stock	M	1875	—	Acquired	10931	Direct
2018-02-01	Common Stock	M	7500	—	Acquired	18431	Direct
2018-02-01	Common Stock	A	10711	—	Acquired	29142	Direct
2018-02-01	Common Stock	F	9355	$45.87	Disposed	19787	Direct
2018-02-01	Common Stock	M	625	$23.83	Acquired	20412	Direct
2018-02-01	Common Stock	S	625	$45.75	Disposed	19787	Direct
2018-02-05	Common Stock	S	4376	$44.3531	Disposed	15411	Direct
2018-02-05	Common Stock	S	6727	$45.0149	Disposed	8684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Units	$0	M	2500	Disposed		Common Stock (2500)	Direct
2018-02-01	Restricted Stock Units	$0	M	1875	Disposed		Common Stock (1875)	Direct
2018-02-01	Restricted Stock Units	$0	M	1875	Disposed		Common Stock (1875)	Direct
2018-02-01	Restricted Stock Units	$0	M	7500	Disposed		Common Stock (7500)	Direct
2018-02-01	Non-qualified Stock Option (right to buy)	$23.83	M	625	Disposed	2023-02-11	Common Stock (625)	Direct

Footnotes

F1: Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 12, 2014.

F2: Vesting of RSUs granted to the Reporting Person on February 11, 2015.

F3: Vesting of RSUs granted to the Reporting Person on February 11, 2016.

F4: Vesting of RSUs granted to the Reporting Person on February 16, 2017.

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 Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2016.

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 $43.70 to $44.69 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: Represents the weighted average sales price per share. The shares sold at prices ranging from $44.70 to $45.63 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.

F11: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 1/4 of the shares subject to the option vested on February 11, 2017 and 1/48 of the shares subject to the option vests monthly thereafter.