Sec Form 4 Filing - Rogers Scot Frazier @ F5 NETWORKS INC - 2017-11-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Rogers Scot Frazier
2. Issuer Name and Ticker or Trading Symbol
F5 NETWORKS INC [ FFIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
(Last) (First) (Middle)
C/O F5 NETWORKS, INC., 401 ELLIOTT AVE. WEST
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2017
(Street)
SEATTLE, WA98119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2017 M 1,823 ( 1 ) A $ 0 7,449 D
Common Stock 11/01/2017 S 1,188 D $ 120.7428 ( 2 ) 6,261 D
Common Stock 11/01/2017 S 1,100 D $ 121.4 ( 3 ) 5,161 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit ( 4 ) $ 0 11/01/2017 M 297 ( 5 ) ( 6 ) Common Stock 297 $ 0 595 D
Restricted Stock Unit ( 4 ) $ 0 11/01/2017 M 254 ( 7 ) ( 6 ) Common Stock 254 $ 0 1,017 D
Restricted Stock Unit ( 4 ) $ 0 11/01/2017 M 205 ( 8 ) ( 6 ) Common Stock 205 $ 0 1,230 D
Restricted Stock Unit ( 4 ) $ 0 11/01/2017 M 565 ( 9 ) ( 6 ) Common Stock 565 $ 0 4,519 D
Restricted Stock Unit ( 4 ) ( 10 ) $ 0 11/01/2017 A 8,707 ( 11 ) ( 6 ) Common Stock 8,707 $ 0 8,707 D
Restricted Stock Unit ( 4 ) $ 0 11/01/2017 M 502 ( 12 ) ( 6 ) Common Stock 502 $ 0 6,024 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rogers Scot Frazier
C/O F5 NETWORKS, INC.
401 ELLIOTT AVE. WEST
SEATTLE, WA98119
EVP and General Counsel
Signatures
/s/ Greg Davis by Power of Attorney 11/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired upon vesting of the May 1, 2014, November 3, 2014, May 1, 2015, November 2, 2015, and November 1, 2016 awards of service-basedRestricted Stock Units.
( 2 )This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $120.08 to $121.03. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.
( 3 )This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $121.09 to $121.80. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.
( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
( 5 )This May 1, 2014 award of service-based Restricted Stock Units vests twenty five percent (25%) on May 1, 2015, and the remainingseventy five percent (75%) vests in twelve equal quarterly increments beginning August 1, 2015.
( 6 )If the reporting person continues to provide services to the Company through the vest date, the corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date.
( 7 )This November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.
( 8 )This May 1, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2015.
( 9 )This November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.
( 10 )Concurrent with the award of 8,707 service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 8,707 Performance RSUs over the vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets.The Performance RSUs vests over a four-year period in four equal annual installments. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved.
( 11 )This November 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018.
( 12 )This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017.

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