SEC Form 4 · accession 0001140361-15-017458
Fortinet, Inc. · FTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Xie
Officer — VP, Engineering & CTO · Director
Period of report
May 1, 2015
Accepted (ET)
May 4, 2015 · 5:51 pm EDT
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 | May 1, 2015 | M | 1,042 | $0.00 | A | 6,348,905 | D | |
| Common Stock | May 1, 2015 | M | 2,500 | $0.00 | A | 6,351,405 | D | |
| Common Stock | May 1, 2015 | M | 2,500 | $0.00 | A | 6,353,905 | D | |
| Common Stock | May 1, 2015 | F | 2,272 | $38.38 | D | 6,351,633 | D | |
| Common StockF5 | holding | — | — | — | 517,488 | I | See footnote | |
| Common StockF6 | holding | — | — | — | 2,668,756 | I | See footnote | |
| Common StockF7 | holding | — | — | — | 2,668,756 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F9 | $0.00 | May 1, 2015 | M | 1,042 | D | — | — | Common Stock | 1,042 | 5,209 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | May 1, 2015 | M | 2,500 | D | — | — | Common Stock | 2,500 | 17,500 | D |
| Restricted Stock UnitsF8,F11 | $0.00 | May 1, 2015 | M | 2,500 | D | — | — | Common Stock | 2,500 | 27,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.
- F1025% 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.
- F1125% 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.
- 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 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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F5Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
- F6Shares held directly by the 2014 Michael Xie Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
- F7Shares held directly by the 2014 Danke Wu Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
- F8Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F925% 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.