Fortinet, Inc. — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2020-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	M	626	$23.83	Acquired	1895	Direct
2020-02-20	Common Stock	M	626	$37.24	Acquired	2521	Direct
2020-02-20	Common Stock	M	1216	$49.06	Acquired	3737	Direct
2020-02-20	Common Stock	S	470	$116.7591	Disposed	3267	Direct
2020-02-20	Common Stock	S	1206	$117.9619	Disposed	2061	Direct
2020-02-20	Common Stock	S	624	$119.2242	Disposed	1437	Direct
2020-02-20	Common Stock	S	168	$119.6881	Disposed	1269	Direct
2020-02-21	Common Stock	M	8398	$84.49	Acquired	9667	Direct
2020-02-21	Common Stock	S	4024	$114.2495	Disposed	5643	Direct
2020-02-21	Common Stock	S	3974	$115.4118	Disposed	1669	Direct
2020-02-21	Common Stock	S	200	$116.57	Disposed	1469	Direct
2020-02-21	Common Stock	S	200	$117.615	Disposed	1269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Stock Option (right to buy)	$23.83	M	626	Disposed	2023-02-11	Common Stock (626)	Direct
2020-02-20	Stock Option (right to buy)	$37.24	M	626	Disposed	2024-02-16	Common Stock (626)	Direct
2020-02-20	Stock Option (right to buy)	$49.06	M	1216	Disposed	2025-02-20	Common Stock (1216)	Direct
2020-02-21	Stock Option (right to buy)	$84.49	M	8398	Disposed	2026-02-21	Common Stock (8398)	Direct
2020-02-21	Restricted Stock Units	$0.00	A	7932	Acquired		Common Stock (7932)	Direct
2020-02-21	Nonqualified Stock Option (right to buy)	$114.48	A	23796	Acquired	2027-02-21	Common Stock (23796)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: Represents the weighted average sale price. The lowest price at which shares were sold was $116.30 and the highest price at which shares were sold was $117.24. 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 (2), (3), (4), (5), (6), (7), (8) and (9) to this Form 4.

F3: Represents the weighted average sale price. The lowest price at which shares were sold was $117.33 and the highest price at which shares were sold was $118.31.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $118.60 and the highest price at which shares were sold was $119.60.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $119.61 and the highest price at which shares were sold was $119.83.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $113.82 and the highest price at which shares were sold was $114.82.

F7: Represents the weighted average sale price. The lowest price at which shares were sold was $115.04 and the highest price at which shares were sold was $115.82.

F8: Represents the weighted average sale price. The lowest price at which shares were sold was $116.09 and the highest price at which shares were sold was $117.05.

F9: Represents the weighted average sale price. The lowest price at which shares were sold was $117.42 and the highest price at which shares were sold was $117.81.

F10: 1/4 of the shares subject to the option vested on February 11, 2017 and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F11: 1/4 of the shares subject to the option vested on February 16, 2018 and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the issuer on each vesting date.

F12: 1/4 of the shares subject to the option vested on February 20, 2019 and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F13: 1/4 of the shares subject to the option vested on February 21, 2020 and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F14: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F15: 25% of the RSUs will vest on February 1, 2021, and the remaining 75% of the RSUs will vest in equal installments on each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the Reporting Person's provision of service to the Issuer 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 will vest on February 21, 2021 and 1/48 of the shares subject to the option will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.