Sec Form 4 Filing - WHALEN CHAD MICHAEL @ F5 NETWORKS, INC. - 2019-08-01

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
WHALEN CHAD MICHAEL
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, Worldwide Sales
(Last) (First) (Middle)
C/O F5 NETWORKS, INC., 801 5TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(Street)
SEATTLE, WA98104
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 08/01/2019 M 1,757 ( 1 ) A $ 0 2,395 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 Unit ( 2 ) $ 0 08/01/2019 M 213 ( 3 ) ( 4 ) Common Stock 213 $ 0 1,276 D
Restricted Stock Unit ( 2 ) $ 0 08/01/2019 M 83 ( 5 ) ( 4 ) Common Stock 83 $ 0 83 D
Restricted Stock Unit ( 2 ) $ 0 08/01/2019 M 879 ( 6 ) ( 4 ) Common Stock 879 $ 0 2,638 D
Restricted Stock Unit ( 2 ) $ 0 08/01/2019 M 582 ( 7 ) ( 4 ) Common Stock 582 $ 0 5,235 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHALEN CHAD MICHAEL
C/O F5 NETWORKS, INC.
801 5TH AVENUE
SEATTLE, WA98104
EVP, Worldwide Sales
Signatures
/s/ Scot F. Rogers by Power of Attorney 08/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired upon vesting of the February 1, 2017, November 1, 2017, August 1, 2018 and November 1, 2018 awards of service-based Restricted Stock Units.
( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
( 3 )Twenty five percent (25%) of this February 1, 2017 award of service-based Restricted Stock Units vests on February 1, 2018, and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning May 1, 2018
( 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 Stockof F5 Networks, Inc. will be issued to the reporting person on the vest date.
( 5 )The service-based Restricted Stock Units (RSUs) outstanding under this 11/01/2017 grant vest as follows: 83 vest 08/01/2019, 83 vest 11/01/2019.
( 6 )Restricted Stock Units will vest twenty five percent (25%) a year in consecutive equal annual installments over the following 4 year period with 25% vesting on August 1, 2019, August 1, 2020, August 1, 2021 and August 1, 2022.
( 7 )This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019.

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