Sec Form 4 Filing - Xie Michael @ FORTINET INC - 2015-08-01

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
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., 899 KIFER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2015
(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 08/01/2015 M( 1 ) 1,042 A $ 0 6,285,442 D
Common Stock 08/01/2015 M( 2 ) 2,500 A $ 0 6,287,942 D
Common Stock 08/01/2015 M( 3 ) 2,500 A $ 0 6,290,442 D
Common Stock 08/01/2015 A 26,250 ( 4 ) A $ 0 6,316,692 D
Common Stock 08/01/2015 F( 5 ) 16,852 D $ 47.74 ( 6 ) 6,299,840 D
Common Stock 08/03/2015 S( 7 ) 15,440 ( 8 ) D $ 47.3967 ( 9 ) 6,284,400 D
Common Stock 462,488 I See footnote ( 10 )
Common Stock 2,251,323 I See footnote ( 11 )
Common Stock 2,251,323 I See footnote ( 12 )
Common Stock 834,866 I See footnote ( 13 )
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 ( 14 ) 08/01/2015 M( 1 ) 1,042 ( 15 ) ( 15 ) Common Stock 1,042 $ 0 4,167 D
Restricted Stock Units $ 0 ( 14 ) 08/01/2015 M( 2 ) 2,500 ( 16 ) ( 16 ) Common Stock 2,500 $ 0 15,000 D
Restricted Stock Units $ 0 ( 14 ) 08/01/2015 M( 3 ) 2,500 ( 17 ) ( 17 ) Common Stock 2,500 $ 0 25,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xie Michael
C/O FORTINET, INC.
899 KIFER ROAD
SUNNYVALE, CA94086
X VP, Engineering & CTO
Signatures
/s/ John Whittle, by power of attorney 08/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.
( 2 )Vesting of RSUs granted to the Reporting Person on February 13, 2013.
( 3 )Vesting of RSUs granted to the Reporting Person on February 12, 2014.
( 4 )Represents shares earned by the Reporting Person as a result of the vesting of performance stock units ("PSUs") granted to the Reporting Person on August 13, 2013.
( 5 )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 RSUs and PSUs.
( 6 )The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date, which, because such date was a Saturday, was the NASDAQ closing price on the last trading date immediately preceding the vesting and release date.
( 7 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2014.
( 8 )Represents the aggregate of sales effected on the same day at different prices.
( 9 )Represents the weighted average sales price per share. The shares sold at prices ranging from $47.03 to $47.75 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.
( 10 )Shares held directly by The K.A. Chi ldren's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
( 11 )Shares held directly by the 2014 Michael Xie Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
( 12 )Shares held directly by the 2014 Danke Wu Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
( 13 )Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
( 14 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 15 )25% of the RSUs vested 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.
( 16 )25% of the RSUs vested on February 1, 2014, 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.
( 17 )25% of the RSUs vest on February 1, 2015, 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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