Fortinet, Inc. — Director's Dealing 2021

Aug 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2021-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-01	Common Stock	M	1775	$0.00	Acquired	5991800	Direct
2021-08-01	Common Stock	M	1351	$0.00	Acquired	5993151	Direct
2021-08-01	Common Stock	M	1019	$0.00	Acquired	5994170	Direct
2021-08-01	Common Stock	F	2057	$272.24	Disposed	5992113	Direct
2021-08-02	Common Stock	S	300	$270.94	Disposed	5991813	Direct
2021-08-02	Common Stock	S	200	$272.515	Disposed	5991613	Direct
2021-08-02	Common Stock	S	100	$273.76	Disposed	5991513	Direct
2021-08-02	Common Stock	S	100	$278.65	Disposed	5991413	Direct
2021-08-02	Common Stock	S	688	$284.5543	Disposed	5990725	Direct
2021-08-02	Common Stock	S	700	$286.2057	Disposed	5990025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-01	Restricted Stock Units	$0.00	M	1775	Disposed		Common Stock (1775)	Direct
2020-08-01	Restricted Stock Units	$0.00	M	1351	Disposed		Common Stock (1351)	Direct
2021-08-01	Restricted Stock Units	$0.00	M	1019	Disposed		Common Stock (1019)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3448214	Indirect
Common Stock	1991686	Indirect

Footnotes

F1: Vesting of restricted stock units ("RSUs") 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 RSUs.

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 $270.53 and the highest price at which shares were sold was $271.25. The Reporting Person undertakes to provide upon request to the staff of the Securities and 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), (5), (6) and (7) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $272.49 and the highest price at which shares were sold was $272.54.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $284.15 and the highest price at which shares were sold was $284.97.

F7: Represents the weighted average sale price. The lowest price at which shares were sold was $285.83 and the highest price at which shares were sold was $286.67.

F8: Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F9: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F10: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F11: 25% of the RSUs vested on February 1, 2019, then the remaining 75% of the RSUs vest in equal installments on each quarterly anniversary thereafter until 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: RSUs do not expire; they either vest or are canceled prior to vesting date.

F13: 25% of the RSUs vested on February 1, 2020, then the remaining 75% of the RSUs vest in equal installments on each quarterly anniversary thereafter until 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 vested on February 1, 2021, then the remaining 75% of the RSUs vest in equal installments on each quarterly anniversary thereafter until 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.