0001140361-15-029740.txt : 20150804 0001140361-15-029740.hdr.sgml : 20150804 20150804165130 ACCESSION NUMBER: 0001140361-15-029740 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150801 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FORTINET INC CENTRAL INDEX KEY: 0001262039 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770560389 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 899 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 408-235-7700 MAIL ADDRESS: STREET 1: 899 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Xie Michael CENTRAL INDEX KEY: 0001475586 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34511 FILM NUMBER: 151026226 MAIL ADDRESS: STREET 1: 1090 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 4 1 doc1.xml FORM 4 X0306 4 2015-08-01 0 0001262039 FORTINET INC FTNT 0001475586 Xie Michael C/O FORTINET, INC. 899 KIFER ROAD SUNNYVALE CA 94086 1 1 0 0 VP, Engineering & CTO Common Stock 2015-08-01 4 M 0 1042 0 A 6285442 D Common Stock 2015-08-01 4 M 0 2500 0 A 6287942 D Common Stock 2015-08-01 4 M 0 2500 0 A 6290442 D Common Stock 2015-08-01 4 A 0 26250 0 A 6316692 D Common Stock 2015-08-01 4 F 0 16852 47.74 D 6299840 D Common Stock 2015-08-03 4 S 0 15440 47.3967 D 6284400 D Common Stock 462488 I See footnote Common Stock 2251323 I See footnote Common Stock 2251323 I See footnote Common Stock 834866 I See footnote Restricted Stock Units 0 2015-08-01 4 M 0 1042 0 D Common Stock 1042 4167 D Restricted Stock Units 0 2015-08-01 4 M 0 2500 0 D Common Stock 2500 15000 D Restricted Stock Units 0 2015-08-01 4 M 0 2500 0 D Common Stock 2500 25000 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012. Vesting of RSUs granted to the Reporting Person on February 13, 2013. Vesting of RSUs granted to the Reporting Person on February 12, 2014. Represents shares earned by the Reporting Person as a result of the vesting of performance stock units ("PSUs") granted to the Reporting Person on August 13, 2013. 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 in this Form 4 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. The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date, which, because such date was a Saturday, was the NASDAQ closing price on the last trading date immediately preceding the vesting and release date. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2014. Represents the aggregate of sales effected on the same day at different prices. Represents the weighted average sales price per share. The shares sold at prices ranging from $47.03 to $47.75 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. Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee. Shares held directly by the 2014 Michael Xie Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee. Shares held directly by the 2014 Danke Wu Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee. Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 25% of the RSUs vested on August 1, 2013, 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. 25% of the RSUs vested 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. 25% of the RSUs vest on February 1, 2015, 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. /s/ John Whittle, by power of attorney 2015-08-04