Fortinet, Inc. — Director's Dealing 2020

Nov 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2020-11-01

Reporting Person: Xie Michael (Director, VP, Engineering & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-01	Common Stock	M	2500	$0.00	Acquired	6106525	Direct
2020-11-01	Common Stock	M	1775	$0.00	Acquired	6108300	Direct
2020-11-01	Common Stock	M	1351	$0.00	Acquired	6109651	Direct
2020-11-01	Common Stock	F	2791	$110.37	Disposed	6106860	Direct
2020-11-02	Common Stock	S	2635	$110.4224	Disposed	6104225	Direct
2020-11-02	Common Stock	S	200	$111.125	Disposed	6104025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-01	Restricted Stock Units	$0.00	M	2500	Disposed		Common Stock (2500)	Direct
2020-11-01	Restricted Stock Units	$0.00	M	1775	Disposed		Common Stock (1775)	Direct
2020-11-01	Restricted Stock Units	$0.00	M	1351	Disposed		Common Stock (1351)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3538214	Indirect
Common Stock	1991686	Indirect

Footnotes

F1: Vesting of restricted stock units previously granted to the Reporting Person.

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 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 restricted stock units.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $110.01 and the highest price at which shares were sold was $111.00. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes 4 and 5 to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $111.04 and the highest price at which shares were sold was $111.17.

F6: Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F7: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F8: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F9: 25% of the restricted stock units vested on February 1, 2018, then the remaining 75% of the restricted stock units vest in equal installments on each quarterly anniversary thereafter until the restricted stock units 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 restricted stock units vested on February 1, 2019, then the remaining 75% of the restricted stock units vest in equal installments on each quarterly anniversary thereafter until the restricted stock units 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 restricted stock units vested on February 1, 2020, then the remaining 75% of the restricted stock units vest in equal installments on each quarterly anniversary thereafter until the restricted stock units 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.