Sec Form 4 Filing - Xie Michael @ FORTINET INC - 2012-08-07

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 Xie Michael 2. Issuer Name and Ticker or Trading Symbol FORTINET INC [ FTNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Engineering & CTO (Last) (First) (Middle) C/O FORTINET, INC., 1090 KIFER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2012 (Street) SUNNYVALE, CA94086 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 08/07/2012 S( 1 ) 50,000 ( 2 ) D $ 25.1032 ( 3 ) 6,802,000 D Common Stock 08/08/2012 S( 4 ) 2,000 ( 2 ) D $ 24.9315 ( 5 ) 6,800,000 D Common Stock 08/09/2012 S( 4 ) 2,000 ( 2 ) D $ 24.844 ( 6 ) 6,798,000 D Common Stock 2,341,055 I See footnote ( 7 ) Common Stock 2,341,055 I See footnote ( 8 ) Common Stock 1,317,890 I See footnote ( 9 )

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 Units $ 0 ( 10 ) 08/08/2012 A 16,667 ( 11 ) ( 11 ) Common Stock 16,667 $ 0 16,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Xie Michael C/O FORTINET, INC. 1090 KIFER ROAD SUNNYVALE, CA94086 X VP, Engineering & CTO Signatures /s/ Robert Turner, by power of attorney 08/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 13, 2012. ( 2 )Represents the aggregate of sales effected on the same day at different prices. ( 3 )Represents the weighted average sales price per share. The shares sold at prices ranging from $24.51 to $25.33 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. ( 4 )The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 30, 2011. ( 5 )Represents the weighted average sales price per share. The shares sold at prices ranging from $24.7501 to $25.10 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. ( 6 )Represents the weighted average sales price per share. The shares sold at prices ranging from $24.68 to $25.01 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. ( 7 )Shares held directly by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee. ( 8 )Shares held directly by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011, for which the Reporting Person serves as a trustee. ( 9 )Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee. ( 10 )Each RSU represents a contingent right to receive one share of the Issuer's common stock. ( 11 )25% of the RSUs vest on August 1, 2013, then the remaining 75% of the RSUs vest in equal installments on each quarterly anniversary thereafter, until such time as 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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