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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 3.735 (3) (9) | (10) | 02/07/2015 | Common Stock | 150,000 (3) (9) | 150,000 (3) (9) | D | ||||||||
| Employee Stock Option (right to buy) | $ 3.735 (3) (11) | (12) | 07/31/2015 | Common Stock | 300,000 (3) (11) | 300,000 (3) (11) | D | ||||||||
| Employee Stock Option (right to buy) | $ 3.735 (3) (13) | (14) | 01/28/2016 | Common Stock | 200,000 (3) (13) | 200,000 (3) (13) | D | ||||||||
| Employee Stock Option (right to buy) | $ 8.43 (3) (15) | (16) | 02/10/2017 | Common Stock | 100,000 (3) (15) | 100,000 (3) (15) | D | ||||||||
| Employee Stock Option (right to buy) | $ 20.235 (3) (17) | (18) | 02/08/2018 | Common Stock | 100,000 (3) (17) | 100,000 (3) (17) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Xie Ken C/O FORTINET, INC. 1090 KIFER ROAD SUNNYVALE, CA 94086 |
X | X | President & CEO | |
| /s/ John Whittle, by power of attorney | 06/08/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 23, 2011. |
| (2) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.395 to $24.26 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (3) | On June 1, 2011, the common stock of the Issuer split 2-for-1, in the form of a 100% stock dividend, to all stockholders of record as of the close of business on May 9, 2011 (the "Stock Split"). |
| (4) | As a result of the Stock Split, the Reporting Person's ownership includes 6,311,949 additional shares of common stock. |
| (5) | As a result of the Stock Split, ownership by The Ken Xie 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person serves as trustee (the "Xie 2009 GRAT") includes 1,201,572 additional shares of common stock. |
| (6) | Shares held directly by the Xie 2009 GRAT. |
| (7) | As a result of the Stock Split, ownership by The Winnie Hiu-Yin Lee 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person's spouse serves as trustee (the "Lee 2009 GRAT") includes 1,201,572 additional shares of common stock. |
| (8) | Shares held directly by the Lee 2009 GRAT. |
| (9) | This option was previously reported as covering 75,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split. |
| (10) | One-fourth of the shares subject to the option vested on May 4, 2008 and one forty-eighth of the shares shall vest monthly thereafter. |
| (11) | This option was previously reported as covering 150,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split. |
| (12) | One-fourth of the shares subject to the option vested on July 31, 2009 and one forty-eighth of the shares shall vest monthly thereafter. |
| (13) | This option was previously reported as covering 100,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split. |
| (14) | One-fourth of the shares subject to the option vested on January 28, 2010 and one forty-eighth of the shares shall vest monthly thereafter. |
| (15) | This option was previously reported as covering 50,000 shares at an exercise price of $16.86 per share, but was adjusted to reflect the Stock Split. |
| (16) | One-fourth of the shares subject to the option vested on February 10, 2011 and one forty-eighth of the shares shall vest monthly thereafter. |
| (17) | This option was previously reported as covering 50,000 shares at an exercise price of $40.47 per share, but was adjusted to reflect the Stock Split. |
| (18) | One-fourth of the shares subject to the option vest on February 8, 2012 and one forty-eighth of the shares shall vest monthly thereafter. |