Sec Form 4 Filing - Xie Ken @ FORTINET INC - 2016-11-01

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
Xie Ken
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)
President & CEO
(Last) (First) (Middle)
C/O FORTINET, INC., 899 KIFER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2016
(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 11/01/2016 M( 1 ) 1,562 A $ 0 12,814,226 D
Common Stock 11/01/2016 M( 2 ) 2,500 A $ 0 12,816,726 D
Common Stock 11/01/2016 M( 3 ) 2,500 A $ 0 12,819,226 D
Common Stock 11/01/2016 F( 4 ) 3,426 D $ 31.76 ( 5 ) 12,815,800 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 Units $ 0 ( 6 ) 11/01/2016 M( 1 ) 1,562 ( 7 ) ( 7 ) Common Stock 1,562 $ 0 1,563 D
Restricted Stock Units $ 0 ( 6 ) 11/01/2016 M( 2 ) 2,500 ( 8 ) ( 8 ) Common Stock 2,500 $ 0 12,500 D
Restricted Stock Units $ 0 ( 6 ) 11/01/2016 M( 3 ) 2,500 ( 9 ) ( 9 ) Common Stock 2,500 $ 0 22,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xie Ken
C/O FORTINET, INC.
899 KIFER ROAD
SUNNYVALE, CA94086
X President & CEO
Signatures
/s/ Robert Turner, by power of attorney 11/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of RSUs granted to the Reporting Person on February 13, 2013.
( 2 )Vesting of RSUs granted to the Reporting Person on February 12, 2014.
( 3 )Vesting of RSUs granted to the Reporting Person on February 11, 2015.
( 4 )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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
( 5 )The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date.
( 6 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 7 )25% of the RSUs vest 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.
( 8 )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.
( 9 )25% of the RSUs vest on February 1, 2016, 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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