Sec Form 4 Filing - Locoh-Donou Francois @ F5 NETWORKS INC - 2017-05-01

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
Locoh-Donou Francois
2. Issuer Name and Ticker or Trading Symbol
F5 NETWORKS INC [ FFIV]
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 & Director
(Last) (First) (Middle)
C/O F5 NETWORKS, INC., 401 ELLIOTT AVE. W.
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2017
(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
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 ( 1 ) $ 0 05/01/2017 A 21,586 ( 2 ) ( 3 ) ( 4 ) Common Stock 21,586 $ 0 21,586 D
Restricted Stock Units ( 1 ) $ 0 05/01/2017 A 45,212 ( 5 ) ( 4 ) Common Stock 45,212 $ 0 45,212 D
Restricted Stock Units ( 1 ) $ 0 05/01/2017 A 7,850 ( 6 ) ( 4 ) Common Stock 7,850 $ 0 7,850 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Locoh-Donou Francois
C/O F5 NETWORKS, INC.
401 ELLIOTT AVE. W.
SEATTLE, WA98119
X President, CEO & Director
Signatures
/s/ Scot F. Rogers by Power of Attorney 05/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
( 2 )Concurrent with the 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 21,586 Performance RSUs over the vesting period; the actual number of Performance 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.
( 3 )This May 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2017.
( 4 )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.
( 5 )Thirty-three and one third percent (33 1/3%) of this May 1, 2017 award of service-based Restricted Stock Units vests on May 1, 2018 and the remaining sixty-six and two thirds percent (66 2/3%) vests in eight equal quarterly increments beginning August 1, 2018.
( 6 )Twenty five percent (25%) of this May 1, 2017 award of service-based Restricted Stock Units vests on May 1, 2018 and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning August 1, 2018.

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