Fortinet, Inc. — Director's Dealing 2022

Feb 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2022-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-01	Common Stock	M	1095	$0.00	Acquired	1095	Direct
2022-02-01	Common Stock	M	700	$0.00	Acquired	1795	Direct
2022-02-01	Common Stock	M	496	$0.00	Acquired	2291	Direct
2022-02-01	Common Stock	M	2034	$0.00	Acquired	4325	Direct
2022-02-01	Common Stock	F	1918	$302.18	Disposed	2407	Direct
2022-02-03	Common Stock	S	107	$296.6726	Disposed	2300	Direct
2022-02-03	Common Stock	S	200	$298.535	Disposed	2100	Direct
2022-02-03	Common Stock	S	300	$299.7433	Disposed	1800	Direct
2022-02-03	Common Stock	S	200	$302.015	Disposed	1600	Direct
2022-02-03	Common Stock	S	300	$303.3967	Disposed	1300	Direct
2022-02-03	Common Stock	S	200	$304.005	Disposed	1100	Direct
2022-02-03	Common Stock	S	600	$305.58	Disposed	500	Direct
2022-02-03	Common Stock	S	300	$306.9367	Disposed	200	Direct
2022-02-03	Common Stock	S	100	$308.35	Disposed	100	Direct
2022-02-03	Common Stock	S	100	$310.40	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-01	Restricted Stock Units	$0.00	M	1095	Disposed		Common Stock (1095)	Direct
2022-02-01	Restricted Stock Units	$0.00	M	700	Disposed		Common Stock (700)	Direct
2022-02-01	Restricted Stock Units	$0.00	M	496	Disposed		Common Stock (496)	Direct
2022-02-01	Restricted Stock Units	$0.00	M	2034	Disposed		Common Stock (2034)	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 restricted stock units.

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 $296.67 and the highest price at which shares were sold was $296.71. 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) through (11) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $298.27 and the highest price at which shares were sold was $298.80.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $299.61 and the highest price at which shares were sold was $299.92.

F7: Represents the weighted average sale price. The lowest price at which shares were sold was $301.70 and the highest price at which shares were sold was $302.33.

F8: Represents the weighted average sale price. The lowest price at which shares were sold was $302.97 and the highest price at which shares were sold was $303.81.

F9: Represents the weighted average sale price. The lowest price at which shares were sold was $303.98 and the highest price at which shares were sold was $304.03.

F10: Represents the weighted average sale price. The lowest price at which shares were sold was $305.25 and the highest price at which shares were sold was $306.04.

F11: Represents the weighted average sale price. The lowest price at which shares were sold was $306.71 and the highest price at which shares were sold was $307.14.

F12: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F13: 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.

F14: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F15: 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.

F16: 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.

F17: 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.