SEC Form 4 · accession 0001140361-15-029740
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
Aug 1, 2015
Accepted (ET)
Aug 4, 2015 · 4:51 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 | Aug 1, 2015 | M | 1,042 | $0.00 | A | 6,285,442 | D | |
| Common Stock | Aug 1, 2015 | M | 2,500 | $0.00 | A | 6,287,942 | D | |
| Common Stock | Aug 1, 2015 | M | 2,500 | $0.00 | A | 6,290,442 | D | |
| Common StockF4 | Aug 1, 2015 | A | 26,250 | $0.00 | A | 6,316,692 | D | |
| Common StockF6 | Aug 1, 2015 | F | 16,852 | $47.74 | D | 6,299,840 | D | |
| Common StockF8,F9 | Aug 3, 2015 | S | 15,440 | $47.3967 | D | 6,284,400 | D | |
| Common StockF10 | holding | — | — | — | 462,488 | I | See footnote | |
| Common StockF11 | holding | — | — | — | 2,251,323 | I | See footnote | |
| Common StockF12 | holding | — | — | — | 2,251,323 | I | See footnote | |
| Common StockF13 | holding | — | — | — | 834,866 | 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 UnitsF14,F15 | $0.00 | Aug 1, 2015 | M | 1,042 | D | — | — | Common Stock | 1,042 | 4,167 | D |
| Restricted Stock UnitsF14,F16 | $0.00 | Aug 1, 2015 | M | 2,500 | D | — | — | Common Stock | 2,500 | 15,000 | D |
| Restricted Stock UnitsF14,F17 | $0.00 | Aug 1, 2015 | M | 2,500 | D | — | — | Common Stock | 2,500 | 25,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2012.
- F10Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
- F11Shares held directly by the 2014 Michael Xie Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
- F12Shares held directly by the 2014 Danke Wu Grantor Retained Annuity Trust dated March 6, 2014, for which the Reporting Person serves as a trustee.
- F13Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
- F14Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F1525% 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.
- F1625% 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.
- F1725% 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.
- F4Represents 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.
- F5Exempt 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.
- F6The 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.
- F7The 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.
- F8Represents the aggregate of sales effected on the same day at different prices.
- F9Represents 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.