Edgar Filing: Xie Michael

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Xie Michael

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
__X__ Officer (give title below)	_____ Other (specify below)
VP, Engineering & CTO

(Last)

(First)

(Middle)

C/O FORTINET, INC., 899 KIFER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018

(Street)

SUNNYVALE, CA 94086

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2018		M⁽¹⁾		2,500	A	$ 0	6,694,500	D
Common Stock	08/01/2018		M⁽²⁾		2,500	A	$ 0	6,697,000	D
Common Stock	08/01/2018		M⁽³⁾		2,500	A	$ 0	6,699,500	D
Common Stock	08/01/2018		F⁽⁴⁾		3,720	D	$ 64.6	6,695,780	D
Common Stock	08/02/2018		S⁽⁵⁾		4,102 ⁽⁶⁾	D	$ 70.4688 ⁽⁷⁾	6,691,678	D
Common Stock	08/02/2018		S⁽⁵⁾		35,257 ⁽⁶⁾	D	$ 72.0385 ⁽⁸⁾	6,656,421	D
Common Stock	08/02/2018		S⁽⁵⁾		28,266 ⁽⁶⁾	D	$ 72.632 ⁽⁹⁾	6,628,155	D
Common Stock	08/02/2018		S⁽⁵⁾		16,155 ⁽⁶⁾	D	$ 73.6948 ⁽¹⁰⁾	6,612,000	D
Common Stock	08/02/2018		S⁽⁵⁾		98 ⁽⁶⁾	D	$ 70.4679 ⁽⁷⁾	6,611,902	D
Common Stock	08/02/2018		S⁽⁵⁾		842 ⁽⁶⁾	D	$ 72.0382 ⁽⁸⁾	6,611,060	D
Common Stock	08/02/2018		S⁽⁵⁾		675 ⁽⁶⁾	D	$ 72.6321 ⁽⁹⁾	6,610,385	D
Common Stock	08/02/2018		S⁽⁵⁾		385 ⁽⁶⁾	D	$ 73.6946 ⁽¹⁰⁾	6,610,000	D
Common Stock	08/03/2018		S⁽⁵⁾		35,673 ⁽⁶⁾	D	$ 73.8965 ⁽¹¹⁾	6,574,327	D
Common Stock	08/03/2018		S⁽⁵⁾		42,154 ⁽⁶⁾	D	$ 74.8649 ⁽¹²⁾	6,532,173	D
Common Stock	08/03/2018		S⁽⁵⁾		2,173 ⁽⁶⁾	D	$ 75.487 ⁽¹³⁾	6,530,000	D
Common Stock								1,991,686	I	See Footnote ⁽¹⁴⁾
Common Stock								3,708,314	I	See footnote ⁽¹⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽¹⁶⁾

08/01/2018

M⁽¹⁾

2,500

⁽¹⁷⁾

Common Stock

2,500

$ 0

5,000

Restricted Stock Units

$ 0 ⁽¹⁶⁾

08/01/2018

M⁽²⁾

2,500

⁽¹⁸⁾

Common Stock

2,500

$ 0

15,000

Restricted Stock Units

$ 0 ⁽¹⁶⁾

08/01/2018

M⁽³⁾

2,500

⁽¹⁹⁾

Common Stock

2,500

$ 0

25,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Xie Michael C/O FORTINET, INC. 899 KIFER ROAD SUNNYVALE, CA 94086	X		VP, Engineering & CTO

Signatures

/s/ John Whittle, by power of attorney		08/03/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 11, 2015.
(2)	Vesting of RSUs granted to the Reporting Person on February 11, 2016.
(3)	Vesting of RSUs granted to the Reporting Person on February 16, 2017.
(4)	Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs and PSUs.
(5)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(6)	Represents the aggregate of sales effected on the same day at different prices
(7)	Represents the weighted average sales price per share. The shares sold at prices ranging from $70.26 to $70.74 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(8)	Represents the weighted average sales price per share. The shares sold at prices ranging from $71.34 to $72.33 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(9)	Represents the weighted average sales price per share. The shares sold at prices ranging from $72.34 to $73.32 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(10)	Represents the weighted average sales price per share. The shares sold at prices ranging from $73.34 to $73.86 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(11)	Represents the weighted average sales price per share. The shares sold at prices ranging from $73.41 to $74.39 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(12)	Represents the weighted average sales price per share. The shares sold at prices ranging from $74.41 to $75.40 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(13)	Represents the weighted average sales price per share. The shares sold at prices ranging from $75.43 to $75.55 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(14)	Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
(15)	Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
(16)	Each RSU represents a contingent right to receive one share of the Issuer's common stock.
(17)	25% of the RSUs vest on February 1, 2016, 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.
(18)	25% of the RSUs vest on February 1, 2017, 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.
(19)	25% of the RSUs vest on February 1, 2018, 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.

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