Fortinet, Inc. — Director's Dealing 2023

Feb 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2023-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-01	Common Stock	M	6760	$0.00	Acquired	29733778	Direct
2023-02-01	Common Stock	M	5090	$0.00	Acquired	29738868	Direct
2023-02-01	Common Stock	M	4555	$0.00	Acquired	29743423	Direct
2023-02-01	Common Stock	M	8120	$0.00	Acquired	29751543	Direct
2023-02-01	Common Stock	F	9479	$53.09	Disposed	29742064	Direct
2023-02-02	Common Stock	M	225000	$4.76	Acquired	29967064	Direct
2023-02-02	Common Stock	S	227372	$53.6963	Disposed	29739692	Direct
2023-02-02	Common Stock	S	12674	$54.2248	Disposed	29727018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-01	Restricted Stock Units	$0.00	M	6760	Disposed		Common Stock (6760)	Direct
2023-02-01	Restricted Stock Units	$0.00	M	5090	Disposed		Common Stock (5090)	Direct
2023-02-01	Restricted Stock Units	$0.00	M	4555	Disposed		Common Stock (4555)	Direct
2023-02-01	Restricted Stock Units	$0.00	M	8120	Disposed		Common Stock (8120)	Direct
2023-02-02	Nonqualified Stock Option (right to buy)	$4.76	M	225000	Disposed	2023-02-11	Common Stock (225000)	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 $53.16 and the highest price at which shares were sold was $54.15. 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) and (5) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $54.16 and the highest price at which shares were sold was $54.32.

F6: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

F7: 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.

F8: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F9: 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.

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.

F11: 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 vesting.

F12: 1/4 of the shares subject to the option vested on February 11, 2017 and 1/48 of the shares subject to the option vest monthly thereafter.