SEC Form 4 · accession 0001140361-15-003882
Fortinet, Inc. · FTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Whittle
Officer — VP CorpDev&Strat Alliance, GC
Period of report
Feb 1, 2015
Accepted (ET)
Feb 3, 2015 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001262039
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 1, 2015 | M | 625 | $0.00 | A | 2,575 | D | |
| Common Stock | Feb 1, 2015 | M | 2,188 | $0.00 | A | 4,763 | D | |
| Common Stock | Feb 1, 2015 | M | 10,000 | $0.00 | A | 14,763 | D | |
| Common Stock | Feb 1, 2015 | F | 4,796 | $29.895 | D | 9,967 | D | |
| Common Stock | Feb 3, 2015 | S | 1,776 | $30.11 | D | 8,191 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | $0.00 | Feb 1, 2015 | M | 625 | D | — | — | Common Stock | 625 | 3,750 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Feb 1, 2015 | M | 2,188 | D | — | — | Common Stock | 2,188 | 17,500 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Feb 1, 2015 | M | 10,000 | D | — | — | Common Stock | 10,000 | 30,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.
- F2Vesting of RSUs granted to the Reporting Person on February 13, 2013.
- F3Vesting of RSUs granted to the Reporting Person on February 12, 2014.
- F4Exempt 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.
- F5The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 13, 2013.
- F6Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F725% 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.
- F825% 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 service of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- F925% 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.