Sec Form 4 Filing - Reinland Andrew @ F5 NETWORKS INC - 2015-10-30

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
Reinland Andrew
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, Chief Financial Officer
(Last) (First) (Middle)
C/O F5 NETWORKS, INC., 401 ELLIOTT AVE. WEST
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2015
(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 10/30/2015 A 2,494 ( 1 ) A $ 0 14,462 D
Common Stock 11/01/2015 M 2,562 ( 2 ) A $ 0 17,024 D
Common Stock 11/02/2015 S 2,418 D $ 109.1341 ( 3 ) 14,606 D
Common Stock 11/02/2015 S 900 D $ 110.3625 ( 4 ) 13,706 D
Common Stock 11/02/2015 S 194 D $ 110.6445 ( 5 ) 13,512 D
Common Stock 918 I by spouse ( 6 )
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 ( 7 ) $ 0 10/30/2015 A 12,201 ( 8 ) ( 9 ) ( 10 ) Common Stock 12,201 $ 0 12,201 D
Restricted Stock Units ( 7 ) $ 0 11/01/2015 M 955 ( 11 ) ( 10 ) Common Stock 955 $ 0 3,822 D
Restricted Stock Units ( 7 ) $ 0 11/01/2015 M 947 ( 12 ) ( 10 ) Common Stock 947 $ 0 7,575 D
Restricted Stock Units ( 7 ) $ 0 11/01/2015 M 660 ( 13 ) ( 10 ) Common Stock 660 $ 0 7,929 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reinland Andrew
C/O F5 NETWORKS, INC.
401 ELLIOTT AVE. WEST
SEATTLE, WA98119
EVP, Chief Financial Officer
Signatures
/s/ Greg J. Davis by Power of Attorney 11/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired based on performance targets for the November 1, 2012, November 1, 2013, and November 3, 2014 awards of Restricted Stock Units.
( 2 )Shares acquired upon vesting of the November 1, 2012, November 1, 2013, and November 3, 2014 awards of service-based Restricted Stock Units.
( 3 )This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $108.59 to $109.49. 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 )This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $109.5954 to $110.59. 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.
( 5 )This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $110.63 to $110.66. 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.
( 6 )The reporting person disclaims beneficial ownership of these securities. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 7 )Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
( 8 )Concurrent with this award of 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 15,214 Performance RSUs over the vesting period; the actual number ofPerformance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. 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.
( 9 )This November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.
( 10 )If the reporting person continues to serve as an officer of the Company on 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.
( 11 )The November 1, 2012 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2013.
( 12 )The November 1, 2013 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2014.
( 13 )The November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.

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