SEC Form 4 · accession 0001567619-19-002384
Fortinet, Inc. · FTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ken Xie
Officer — President & CEO · Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 4:33 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, 2019 | M | 2,500 | $0.00 | A | 12,523,596 | D | |
| Common Stock | Feb 1, 2019 | M | 2,500 | $0.00 | A | 12,526,096 | D | |
| Common Stock | Feb 1, 2019 | M | 3,125 | $0.00 | A | 12,529,221 | D | |
| Common Stock | Feb 1, 2019 | M | 12,500 | $0.00 | A | 12,541,721 | D | |
| Common Stock | Feb 1, 2019 | F | 8,481 | $78.90 | D | 12,533,240 | 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, 2019 | M | 2,500 | D | — | — | Common Stock | 2,500 | 0 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Feb 1, 2019 | M | 2,500 | D | — | — | Common Stock | 2,500 | 10,000 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Feb 1, 2019 | M | 3,125 | D | — | — | Common Stock | 3,125 | 25,000 | D |
| Restricted Stock UnitsF6,F10 | $0.00 | Feb 1, 2019 | M | 12,500 | D | — | — | Common Stock | 12,500 | 37,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 11, 2015.
- F1025% of the RSUs vested on February 1, 2019, 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 11, 2016.
- F3Vesting of RSUs granted to the Reporting Person on February 16, 2017.
- F4Vesting of RSUs granted to the Reporting Person on February 20, 2018.
- 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. 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.
- F6Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F725% of the RSUs vest on February 1, 2016, 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 vest on February 1, 2017, 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.
- F925% of the RSUs vest on February 1, 2018, 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.