Fortinet, Inc. — Director's Dealing 2022

May 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2022-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-01	Common Stock	M	1351	$0.00	Acquired	5955775	Direct
2022-05-01	Common Stock	M	1018	$0.00	Acquired	5956793	Direct
2022-05-01	Common Stock	M	911	$0.00	Acquired	5957704	Direct
2022-05-01	Common Stock	F	1627	$289.01	Disposed	5956077	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-01	Restricted Stock Units	$0.00	M	1351	Disposed		Common Stock (1351)	Direct
2022-05-01	Restricted Stock Units	$0.00	M	1018	Disposed		Common Stock (1018)	Direct
2022-05-01	Restricted Stock Units	$0.00	M	911	Disposed		Common Stock (911)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1991686	Indirect
Common Stock	3408214	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 restricted stock units.

F3: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F4: Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.

F5: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F6: 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.

F7: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F8: 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.

F9: The total RSUs held by the Reporting Person following the vesting of 1,019 RSUs as reported on Form 4 filed February 3, 2022 was incorrectly reported. The Reporting Person held 8,147 RSUs following the vesting and release of 1,019 RSUs as reported on Form 4 filed on February 3, 2022.

F10: 25% of the RSUs vested on February 1, 2022, 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.