SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Redpoint Ventures II, LLC

(Last) (First) (Middle)
C/O REDPOINT VENTURES
3000 SAND HILL ROAD, BLDG. 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORTINET INC [ FTNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/23/2009 C 6,726,812 A (1) 6,726,812 I See footnote(2)
Common Stock 11/23/2009 C 1,954,800 A (3) 8,681,612 I See footnote(2)
Common Stock 11/23/2009 S 868,160 D $11.625 7,813,452 I See footnote(2)
Common Stock 11/23/2009 C 155,541 A (1) 155,541 I See footnote(4)
Common Stock 11/23/2009 C 45,200 A (3) 200,741 I See footnote(4)
Common Stock 11/23/2009 S 20,074 D $11.625 180,667 I See footnote(4)
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 Securities Underlying Derivative Security (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: 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
Series D Convertible Preferred Stock (1) 11/23/2009 C 6,726,812 (1) (1) Common Stock 6,726,812 $0 0 I See footnote(2)
Series E Convertible Preferred Stock (3) 11/23/2009 C 1,954,800 (3) (3) Common Stock 1,954,800 $0 0 I See footnote(2)
Series D Convertible Preferred Stock (1) 11/23/2009 C 155,541 (1) (1) Common Stock 155,541 $0 0 I See footnote(4)
Series E Convertible Preferred Stock (3) 11/23/2009 C 45,200 (3) (3) Common Stock 45,200 $0 0 I See footnote(4)
1. Name and Address of Reporting Person*
Redpoint Ventures II, LLC

(Last) (First) (Middle)
C/O REDPOINT VENTURES
3000 SAND HILL ROAD, BLDG. 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Redpoint Ventures II, L.P.

(Last) (First) (Middle)
C/O REDPOINT VENTURES
3000 SAND HILL ROAD, BLDG. 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Redpoint Associates II, LLC

(Last) (First) (Middle)
C/O REDPOINT VENTURES
3000 SAND HILL ROAD, BLDG. 2, SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and had no expiration date.
2. Shares held directly by Redpoint Ventures II, LP ("Redpoint Ventures"). Redpoint Ventures II, LLC, the general partner of Redpoint Ventures, possesses sole voting and investment control over the shares held by Redpoint Ventures and may be deemed to have indirect beneficial ownership of the shares held by Redpoint Ventures. Redpoint Ventures II, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Redpoint Ventures II, LLC owns no securities of the Issuer directly.
3. The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and had no expiration date.
4. Shares held directly by Redpoint Associates II, LLC which is under common control with Redpoint Ventures.
/s/ John Walecka, Managing Director of Redpoint Ventures II, LLC 11/23/2009
/s/ John Walecka, Managing Director of Redpoint Ventures II, LLC, the General Partner of Redpoint Ventures II, LP 11/23/2009
/s/ John Walecka, Managing Director of Redpoint Associates II, LLC 11/23/2009
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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