Sec Form 3 Filing - Bush Nancy @ FORTINET INC - 2013-11-27

FORM 3 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 Bush Nancy 2. Issuer Name and Ticker or Trading Symbol FORTINET INC [ FTNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim Chief Financial Offcr (Last) (First) (Middle) C/O FORTINET, INC., 1090 KIFER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2013 (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 1,676 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 Non-qualified stock option (right to buy) $ 26.7 ( 1 ) 02/14/2019 Common Stock 60,000 D Restricted Stock Units $ 0 ( 3 ) ( 2 ) ( 2 ) Common Stock 2,063 D Restricted Stock Units $ 0 ( 3 ) ( 4 ) ( 4 ) Common Stock 7,500 D Restricted Stock Units $ 0 ( 3 ) ( 5 ) ( 5 ) Common Stock 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bush Nancy C/O FORTINET, INC. 1090 KIFER ROAD SUNNYVALE, CA94086 Interim Chief Financial Offcr Signatures /s/ John Whittle, by power of attorney 12/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the shares subject to the option vested on December 12, 2012 and the remaining 75% of the shares subject to the option vested or will vest monthly thereafter. ( 2 )25% of the restricted stock units (each an "RSU") vested on August 1, 2013, then the remaining 75% of the RSUs vested or will 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. ( 3 )Each RSU represents a contingent right to receive one share of the Issuer's common stock. ( 4 )25% of the RSUs vested on November 1, 2013, then the remaining 75% of the RSUs vested or will 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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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