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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-01	Common Stock	M	1095	$0.00	Acquired	1095	Direct
2021-08-01	Common Stock	M	700	$0.00	Acquired	1795	Direct
2021-08-01	Common Stock	M	496	$0.00	Acquired	2291	Direct
2021-08-01	Common Stock	F	1137	$272.24	Disposed	1154	Direct
2021-08-03	Common Stock	M	3647	$49.06	Acquired	4801	Direct
2021-08-03	Common Stock	M	2100	$84.49	Acquired	6901	Direct
2021-08-03	Common Stock	M	1487	$114.48	Acquired	8388	Direct
2021-08-03	Common Stock	S	1454	$285.1871	Disposed	6934	Direct
2021-08-03	Common Stock	S	400	$286.615	Disposed	6534	Direct
2021-08-03	Common Stock	S	700	$287.9771	Disposed	5834	Direct
2021-08-03	Common Stock	S	700	$288.8657	Disposed	5134	Direct
2021-08-03	Common Stock	S	426	$290.0579	Disposed	4708	Direct
2021-08-03	Common Stock	S	200	$291.00	Disposed	4508	Direct
2021-08-03	Common Stock	S	400	$292.29	Disposed	4108	Direct
2021-08-03	Common Stock	S	697	$293.5489	Disposed	3411	Direct
2021-08-03	Common Stock	S	1100	$295.18	Disposed	2311	Direct
2021-08-03	Common Stock	S	600	$296.215	Disposed	1711	Direct
2021-08-03	Common Stock	S	1711	$297.4184	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-01	Restricted Stock Units	$0.00	M	1095	Disposed		Common Stock (1095)	Direct
2021-08-01	Restricted Stock Units	$0.00	M	700	Disposed		Common Stock (700)	Direct
2021-08-01	Restricted Stock Units	$0.00	M	496	Disposed		Common Stock (496)	Direct
2021-08-03	Stock Option (right to buy)	$49.06	M	3647	Disposed	2025-02-20	Common Stock (3647)	Direct
2021-08-03	Stock Option (right to buy)	$84.49	M	2100	Disposed	2026-02-21	Common Stock (2100)	Direct
2021-08-03	Stock Option (right to buy)	$114.48	M	1487	Disposed	2027-02-21	Common Stock (1487)	Direct

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

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $285.00 and the highest price at which shares were sold was $285.91. 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) through (14) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $286.32 and the highest price at which shares were sold was $287.31.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $287.51 and the highest price at which shares were sold was $288.49.

F7: Represents the weighted average sale price. The lowest price at which shares were sold was $288.56 and the highest price at which shares were sold was $289.32.

F8: Represents the weighted average sale price. The lowest price at which shares were sold was $289.65 and the highest price at which shares were sold was $290.64.

F9: Represents the weighted average sale price. The lowest price at which shares were sold was $290.85 and the highest price at which shares were sold was $291.15.

F10: Represents the weighted average sale price. The lowest price at which shares were sold was $291.98 and the highest price at which shares were sold was $292.73.

F11: Represents the weighted average sale price. The lowest price at which shares were sold was $293.15 and the highest price at which shares were sold was $294.06.

F12: Represents the weighted average sale price. The lowest price at which shares were sold was $294.70 and the highest price at which shares were sold was $295.45.

F13: Represents the weighted average sale price. The lowest price at which shares were sold was $295.70 and the highest price at which shares were sold was $296.42.

F14: Represents the weighted average sale price. The lowest price at which shares were sold was $296.89 and the highest price at which shares were sold was $297.75.

F15: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F16: 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.

F17: RSUs do not expire; they either vest or are canceled prior to vesting date.

F18: 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.

F19: 25% of the RSUs vested 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.

F20: 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.

F21: 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.

F22: 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.