Fortinet, Inc. — Director's Dealing 2023

Aug 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2023-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-01	Common Stock	M	5095	$0.00	Acquired	29732113	Direct
2023-08-01	Common Stock	M	4550	$0.00	Acquired	29736663	Direct
2023-08-01	Common Stock	M	2030	$0.00	Acquired	29738693	Direct
2023-08-01	Common Stock	F	5790	$78.03	Disposed	29732903	Direct
2023-08-02	Common Stock	S	3885	$74.4762	Disposed	29729018	Direct
2023-08-02	Common Stock	S	900	$75.5367	Disposed	29728118	Direct
2023-08-02	Common Stock	S	1000	$76.631	Disposed	29727118	Direct
2023-08-02	Common Stock	S	100	$77.24	Disposed	29727018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-01	Restricted Stock Units	$0.00	M	5095	Disposed		Common Stock (5095)	Direct
2023-08-01	Restricted Stock Units	$0.00	M	4550	Disposed		Common Stock (4550)	Direct
2023-08-01	Restricted Stock Units	$0.00	M	2030	Disposed		Common Stock (2030)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9958430	Indirect
Common Stock	17041070	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: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2022.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $74.07 and the highest price at which shares were sold was $75.03. 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 range set forth herein.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $75.08 and the highest price at which shares were sold was $76.07. 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 range set forth herein.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $76.21 and the highest price at which shares were sold was $76.87. 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 range set forth herein.

F7: Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

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

F10: 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 settlement.

F11: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F12: 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 settlement.

F13: 25% of the RSUs will vest on February 1, 2023, 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 settlement.