Sec Form 13G Filing - MERITECH CAPITAL PARTNERS II LP filing for Fortinet Inc. (FTNT) - 2011-02-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2) *

Fortinet, Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

34959E109
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨           Rule 13d-1(b)
 
¨           Rule 13d-1(c)
 
x           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 
Page 1 of 14 Pages
Exhibit Index Contained on Page 13

 
CUSIP NO. 34959E109
13 G
Page 2 of 14

   
1
   
     
NAME OF REPORTING PERSON                   Meritech Capital Partners II L.P. (“MCP II”)
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
3,513,828 shares, except that Meritech Capital Associates II L.L.C. (“MCA II”), the general partner of MCP II, may be deemed to have sole voting power with respect to such shares, Meritech Management Associates II L.L.C. (“MMA II”), a managing member of MCA II, may be deemed to have sole voting power with respect to such shares, and Paul Madera (“Madera”) and Michael Gordon (“Gordon”), the managing members of MMA II, may be deemed to have shared voting power with respect to such shares.
    
   
6
   
SHARED VOTING POWER
See response to row 5.
    
   
7
     
SOLE DISPOSITIVE POWER
3,513,828 shares, except that MCA II, the general partner of MCP II, may be deemed to have sole dispositive power with respect to such shares, MMA II, a managing member of MCA II, may be deemed to have sole dis positive power with respect to such shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared dispositive power with respect to such shares.
   
    
8
    
SHARED DISPOSITIVE POWER
See response to row 7.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,513,828
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
      
    
12
      
TYPE OF REPORTING PERSON*
PN
      
 

 
CUSIP NO. 34959E109
13 G
Page 3 of 14
 
   
1
   
     
NAME OF REPORTING PERSON          & #xA0;        Meritech Capital Affiliates II L.P. (“MC AFF II”)
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
90,414 shares, except that MCA II, the general partner of MC AFF II, may be deemed to have sole voting power with respect to such shares, MMA II, a managing member of MCA II, may be deemed to have sole voting power with respect to such shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared voting power with respect to such shares.
    
   
6
   
SHARED VOTING POWER
See response to row 5.
    
   
7
     
SOLE DISPOSITIVE POWER
90,414 shares, except that MCA II, the general partner of MC AFF II, may be deemed to have sole dispositive power with respect to such shares, MMA II, a managing member of MCA II, may be deemed to have sole dispositive power with respect to such shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared dispositive power with respect to such shares.
   
    
8
    
SHARED DISPOSITIVE POWER
See response to row 7.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,414
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
      
    
12
      
TYPE OF REPORTING PERSON*
PN
      
 

 
CUSIP NO. 34959E109
13 G
Page 4 of 14
 
   
1
   
     
NAME OF REPORTING PERSON                   MCP Entrepreneur Partners II L.P. (“MEP II”)
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
    ;  
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
26,870 shares, except that MCA II, the general partner of MEP II, may be deemed to have sole voting power with respect to such shares, MMA II, a managing member of MCA II, may be deemed to have sole voting power with respect to such shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared voting power with respect to such shares.
    
   
6
   
SHARED VOTING POWER
See response to row 5.
    
   
7
     
SOLE DISPOSITIVE POWER
26,870 shares, except that MCA II, the general partner of MEP II, may be deemed to have sole dispositive power with respect to such shares, MMA II, a managing member of MCA II, may be deemed to have sole dispositive power with respect to such shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared dispositive power with respect to such shares.
   
    
8
    
SHARED DISPOSITIVE POWER
See response to row 7.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,870
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
      
    
12
      
TYPE OF REPORTING PERSON*
PN
      
 

 
CUSIP NO. 34959E109
13 G
Page 5 of 14
 
   
1
   
     
NAME OF REPORTING PERSON                   Meritech Capital Associates II L.L.C
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
3,631,112 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II, for whom MCA II serves as general partner, except that MMA II, a managing member of MCA II, may be deemed to have sole power to vote these shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared power to vote these shares.
    
   
6
   
SHARED VOTING POWER
See response to row 5.
    
   
7
     
SOLE DISPOSITIVE POWER
3,631,112 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II, for whom MCA II serves as general partner, except that MMA II, a managing member of MCA II, may be deemed to have sole power to dispose of these shares, and Madera and Gordon, the managing members of MMA II, may be deemed to have shared power to dispose of these shares.
   
    
8
    
SHARED DISPOSITIVE POWER
See response to row 7.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,631,112
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
      
    
12
      
TYPE OF REPORTING PERSON*
OO
      
 

 
CUSIP NO. 34959E109
13 G
Page 6 of 14
 
   
1
   
     
NAME OF REPORTING PERSON                   Meritech Management Associates II L.L.C
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
3,631,112 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.  MMA II serves as a managing member of MCA II, the general partner of such entities.  Madera and Gordon, the managing members of MMA II, may be deemed to have shared power to vote these shares.
    
   
6
   
SHARED VOTING POWER
See response to row 5.
    
   
7
     
SOLE DISPOSITIVE POWER
3,631,112 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.  MMA II serves as a managing member of MCA II, the general partner of such entities.  Madera and Gordon, the managing members of MMA II, may be deemed to have shared power to dispose of these shares.
   
    
8
    
SHARED DISPOSITIVE POWER
See response to row 7.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,631,112
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
      
    
12
      
TYPE OF REPORTING PERSON*
OO
      
 

 
CUSIP NO. 34959E109
13 G
Page 7 of 14
 
   
1
   
     
NAME OF REPORTING PERSON                   Paul Madera
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
307 shares
    
   
6
   
SHARED VOTING POWER
3,631,419 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.   ;MCA II is the general partner of such entities and Madera, as a managing member of MMA II, a managing member of MCA II, may be deemed to have shared power to vote these shares.
    
   
7
     
SOLE DISPOSITIVE POWER
307 shares
   
    
8
    
SHARED DISPOSITIVE POWER
3,631,419 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.  MCA II is the general partner of such entities and Madera, as a managing member of MMA II, a managing member of MCA II, may be deemed to have shared power to dispose of these shares.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,631,419
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
      
    
12
      
TYPE OF REPORTING PERSON*
IN
      
 

 
CUSIP NO. 34959E109
13 G
Page 8 of 14
 
   
1
   
     
NAME OF REPORTING PERSON                   Michael Gordon
    
      
2
 
       
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨           (b)           x
    
    
3
    
     
SEC USE ONLY
     
   
4
     
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
    
      
NUMBER OF
     
SHARES
  
BENEFICIALLY
  
OWNED BY EACH
   
REPORTING
   
PERSON
    
WITH
   
    
5
     
SOLE VOTING POWER
307 shares
    
   
6
   
SHARED VOTING POWER
3,631,419 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.  MCA II is the general partner of such entities and Gordon, as a managing member of MMA II, a managing member of MCA II, may be deemed to have shared power to vote these shares.
    
   
7
     
SOLE DISPOSITIVE POWER
307 shares
   
    
8
    
SHARED DISPOSITIVE POWER
3,631,419 shares, of which 3,513,828 shares are held by MCP II, 90,414 shares are held by MC AFF II, and 26,870 shares are held by MEP II.  MCA II is the general partner of such entities and Gordon, as a managing member of MMA II, a managing member of MCA II, may be deemed to have shared power to dispose of these shares.
    
   
9
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,631,419
   
    
10
    
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
     
11
    
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
      
    
12
      
TYPE OF REPORTING PERSON*
IN
      
 

 
CUSIP NO. 34959E109
13 G
Page 9 of 14

This Amendment No. 2 (this “Amendment No. 2”) amends the Statement on Schedule 13G, as amended by Amendment No. 1,  previously filed by Meritech Capital Partners II L.P., a Delaware limited partnership, Meritech Capital Affiliates II L.P., a Delaware limited partnership, MCP Entrepreneur Partners II L.P., a Delaware limited partnership, Meritech Capital Associates II L.L.C., a Delaware limited liability company, Meritech Management Associates II L.L.C., a Delaware limited liability company, Paul Madera and Michael Gordon (together, the “Reporting Persons”).
 
ITEM 1(A).
NAME OF ISSUER
 
Fortinet, Inc.
 
ITEM 1(B).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 
1090 Kifer Road
 
Sunnyvale, CA 94086
 
ITEM 2(A).
NAME OF PERSONS FILING
 
 
This Statement is filed by Meritech Capital Partners II L.P., a Delaware limited partnership (“MCP II”), Meritech Capital Affiliates II L.P., a Delaware limited partnership (“MC AFF II”), MCP Entrepreneur Partners II L.P., a Delaware limited partnership (“MEP II”), Meritech Capital Associates II L.L.C., a Delaware limited liability company (“MCA II”), Meritech Management Associates II L.L.C., a Delaware limited liability company (“MMA II”), Paul Madera (“Madera”) and Michael Gordon (“Gordon”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
 
 
MCA II is the general partner of each of MCP II, MC AFF II and MEP II, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP II, MC AFF II and MEP II.  MMA II is a managing member of MCA II and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP II, MC AFF II and MEP II.  Madera and Gordon are managing members of MMA II and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP II, MC AFF II and MEP II.
 
ITEM 2(B).
ADDRESS OF PRINCIPAL OFFICE
 
The address for each of the Reporting Persons is:

Meritech Capital Partners
245 Lytton Ave, Suite 350
Palo Alto, CA  94301
 
ITEM 2(C).
CITIZENSHIP
 
 
MCP II, MC AFF II and MEP II are Delaware limited partnerships.  MCA II and MMA II are Delaware limited liability companies.  Madera and Gordon are United States citizens.
 
ITEM 2(D) AND (E).
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
 
 
Common Stock
 
CUSIP # 34959E109
 
ITEM 3.
Not Applicable.
 
 

 
 
CUSIP NO. 34959E109
13 G
Page 10 of 14
 
ITEM 4.
OWNERSHIP
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
 
See Row 9 of cover page for each Reporting Person.
 
 
(b)
Percent of Class:
 
 
See Row 11 of cover page for each Reporting Person.
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:
 
 
See Row 5 of cover page for each Reporting Person.
 
 
(ii)
Shared power to vote or to direct the vote:
 
See Row 6 of cover page for each Reporting Person.
 
 
(iii)
Sole power to dispose or to direct the disposition of:
 
See Row 7 of cover page for each Reporting Person.
 
 
(iv)
Shared power to dispose or to direct the disposition of:
 
 
See Row 8 of cover page for each Reporting Person.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x Yes
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
 
Not applicable.
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
 
Not applicable.
 
 

 
 
CUSIP NO. 34959E109
13 G
Page 11 of 14
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
 
Not applicable.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
 
 
Not applicable.
 
ITEM 10.
CERTIFICATION
 
 
Not applicable.
 
 

 
 
CUSIP NO. 34959E109
13 G
Page 12 of 14
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 11, 2011

Meritech Capital Partners II L.P.
 
Meritech Capital Associates II L.L.C.
     
By:  Meritech Capital Associates II L.L.C.
 
By:  Meritech Management Associates II L.L.C.
its General Partner
 
a managing member
     
By:  Meritech Management Associates II L.L.C.
 
By:
/s/ Paul S. Madera
a managing member
 
Paul S. Madera, a managing member
     
By:
/s/ Paul S. Madera    
Paul S. Madera, a managing member
   
     
Meritech Capital Affiliates II L.P.
 
Meritech Management Associates II L.L.C.
     
By:  Meritech Capital Associates II L.L.C.
 
By:
/s/ Paul S. Madera
its General Partner
 
Paul S. Madera, a managing member
     
By:  Meritech Management Associates II L.L.C.
   
a managing member
  /s/ Paul S. Madera
   
Paul S. Madera
By:
/s/ Paul S. Madera       
Paul S. Madera, a managing member
   
   
/s/ Michael B. Gordon
MCP Entrepreneur Partners II L.P.
 
Michael B. Gordon
     
By:  Meritech Capital Associates II L.L.C.
   
its General Partner
   
     
By:  Meritech Management Associates II L.L.C.
   
a managing member
   
     
By:
/s/ Paul S. Madera    
Paul S. Madera, a managing member
   
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 

 
 
CUSIP NO. 34959E109
13 G
Page 13 of 14
 
 
   
Found on
Sequentially 
Exhibit
 
Numbered Page
     
Exhibit A:  Agreement of Joint Filing
 
14
 
 

 
 
CUSIP NO. 34959E109
13 G
Page 14 of 14
 
EXHIBIT A
 
Agreement of Joint Filing
 
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Fortinet, Inc. shall be filed on behalf of each of the Reporting Persons.  Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.