Sec Form 4 Filing - WALECKA JOHN L @ FORTINET INC - 2011-08-02

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 WALECKA JOHN L 2. Issuer Name and Ticker or Trading Symbol FORTINET INC [ FTNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 2, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2011 (Street) MENLO PARK, CA94025 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 182,854 ( 1 ) ( 2 ) I See footnote ( 3 ) Common Stock 55,204 ( 1 ) ( 4 ) I See footnote ( 5 )

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 Stock Option (right to buy) $ 20.13 08/02/2011 A 15,000 ( 6 ) 08/02/2018 Common Stock 15,000 $ 0 15,000 D Stock Option (right to buy) $ 8.99 ( 1 ) ( 7 ) ( 8 ) 08/05/2017 Common Stock 42,000 ( 1 ) ( 7 ) 42,000 ( 1 ) ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALECKA JOHN L 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA94025 X Signatures /s/ John Whittle, by power of attorney 08/03/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 1, 2011, the common stock of the Issuer split 2-for-1, in the form of a 100% stock dividend, to all stockholders of record as of the close of business on May 9, 2011 (the "Stock Split"). ( 2 )As a result of the Stock Split, ownership by the Walecka 1992 Living Trust udt dated December 31, 1992 ("Walecka Trust") includes 91,427 additional shares of common stock. ( 3 )The shares are held by the Walecka Trust. The Reporting Person is a trustee and beneficiary of the Walecka Trust. ( 4 )As a result of the Stock Split, ownership by Walecka Enterprises I, L.P. ("Walecka LP") includes 27,602 additional shares of common stock. ( 5 )The shares are held by Walecka LP. The Reporting Person is the General Manager of Walecka Capital LLC which serves as the general partner of Walecka LP. ( 6 )The option vests in forty-eight equal monthly installments beginning on September 2, 2011. ( 7 )The option was previously reported as covering 21,000 shares at an exercise price of $17.98 per share, but was adjusted to reflect the Stock Split. ( 8 )The option vests in forty-eight equal monthly installments beginning on September 5, 2010.

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