0001209191-18-057113.txt : 20181105 0001209191-18-057113.hdr.sgml : 20181105 20181105155757 ACCESSION NUMBER: 0001209191-18-057113 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181101 FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kearny Ryan C. CENTRAL INDEX KEY: 0001684581 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26041 FILM NUMBER: 181159847 MAIL ADDRESS: STREET 1: C/O F5 NETWORKS, INC. STREET 2: 401 ELLIOTT AVE. WEST CITY: SEATTLE STATE: WA ZIP: 98119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: F5 NETWORKS INC CENTRAL INDEX KEY: 0001048695 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 911714307 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 401 ELLIOT AVE WEST STREET 2: STE 500 CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062725555 MAIL ADDRESS: STREET 1: 401 ELLIOT AVE WEST STREET 2: STE 500 CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: F5 LABS INC DATE OF NAME CHANGE: 19990305 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-01 0 0001048695 F5 NETWORKS INC FFIV 0001684581 Kearny Ryan C. C/O F5 NETWORKS, INC. 401 ELLIOTT AVE. W. SEATTLE WA 98119 0 1 0 0 CTO & SVP, Product Development Common Stock 2018-11-01 4 M 0 8032 0.00 A 14139 D Common Stock 2018-11-01 4 S 0 1100 175.3195 D 13039 D Common Stock 2018-11-01 4 S 0 400 176.3825 D 12639 D Common Stock 2018-11-01 4 S 0 3108 178.4234 D 9531 D Common Stock 2018-11-01 4 S 0 2128 179.0761 D 7403 D Common Stock 2018-11-01 4 S 0 1490 177.4351 D 5913 D Restricted Stock Unit 0.00 2018-11-01 4 M 0 343 0.00 D Common Stock 343 2738 D Restricted Stock Unit 0.00 2018-11-01 4 M 0 7301 0.00 D Common Stock 7301 0 D Restricted Stock Unit 0.00 2018-11-01 4 M 0 388 0.00 D Common Stock 388 4665 D Restricted Stock Unit 0.00 2018-11-01 4 A 0 4188 0.00 A Common Stock 4188 4188 D Shares acquired upon vesting of the November 1, 2016 and November 1, 2017 awards of service-based Restricted Stock Units. This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $174.72 to $175.60. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $175.86 to $176.82. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $177.86 to $178.83. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $178.86 to $179.23. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $176.86 to $177.83. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date. This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017. If the reporting person continues to provide services to the Company through the vest date, the corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date. This November 1, 2016 award of service-based Restricted Stock Units vests 100% on November 1, 2018. This November 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018. Concurrent with the award of 4,188 service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 4,188 Performance RSUs over the vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. The Performance RSUs vests over a three-year period in three equal annual installments. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved. This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019. /s/ Scot F. Rogers by Power of Attorney 2018-11-05 EX-24.4_815641 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scot F. Rogers, Frank Pelzer or Greg J. Davis, or any of them, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of F5 Networks, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4 day of June, 2018. _/s/ Ryan Kearny___ Ryan Kearny