Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-23-044524
Date:2023-08-01
Issuer: FORTINET, INC. (FTNT)
Original Submission Date:

Reporting Person:

XIE MICHAEL
C/O FORTINET, INC.
899 KIFER ROAD SUNNYVALE, CA 94086

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2023-08-01 M 5,095 a $0.00 29,732,113 direct
COMMON STOCK 2023-08-01 M 4,550 a $0.00 29,736,663 direct
COMMON STOCK 2023-08-01 M 2,030 a $0.00 29,738,693 direct
COMMON STOCK 2023-08-01 F 5,790 d $78.03 29,732,903 direct
COMMON STOCK 2023-08-02 S 3,885 d $74.48 29,729,018 direct
COMMON STOCK 2023-08-02 S 900 d $75.54 29,728,118 direct
COMMON STOCK 2023-08-02 S 1,000 d $76.63 29,727,118 direct
COMMON STOCK 2023-08-02 S 100 d $77.24 29,727,018 direct
COMMON STOCK 2023-08-01 0 $0.00 9,958,430 indirect
COMMON STOCK 2023-08-01 0 $0.00 17,041,070 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2023-08-01 deemed execution date M 5,095 (d) common stock 5,095 $0.00 10,185 direct
RESTRICTED STOCK UNITS 0.0 2023-08-01 deemed execution date M 4,550 (d) common stock 4,550 $0.00 27,325 direct
RESTRICTED STOCK UNITS 0.0 2023-08-01 deemed execution date M 2,030 (d) common stock 2,030 $0.00 20,300 direct
Footnotes
IDfootnote
f1 vesting of restricted stock units ("rsus") previously granted to the reporting person.
f2 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 restricted stock units.
f3 the reported transaction was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on march 3, 2022.
f4 represents the weighted average sale price. the lowest price at which shares were sold was $74.07 and the highest price at which shares were sold was $75.03. the reporting person undertakes to provide upon request to the staff of the securities and exchange commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
f5 represents the weighted average sale price. the lowest price at which shares were sold was $75.08 and the highest price at which shares were sold was $76.07. the reporting person undertakes to provide upon request to the staff of the securities and exchange commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
f6 represents the weighted average sale price. the lowest price at which shares were sold was $76.21 and the highest price at which shares were sold was $76.87. the reporting person undertakes to provide upon request to the staff of the securities and exchange commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
f7 shares held directly by the 2010 k.a. family trust dated may 3, 2010, for which the reporting person serves as a trustee.
f8 shares held directly by the k.a. children's trust dated february 9, 2011, for which the reporting person serves as a trustee.
f9 each rsu represents a contingent right to receive one share of the issuer's common stock upon settlement.
f10 25% of the rsus vested on february 1, 2021, and the remaining 75% of the rsus will vest in equal installments on each quarterly anniversary thereafter, until such time as the rsus are 100% vested, subject to the reporting person's provision of service to the issuer on each vesting date. shares of the issuer's common stock will be delivered to the reporting person upon settlement.
f11 rsus do not expire; they either vest or are canceled prior to the vesting date.
f12 25% of the rsus vested on february 1, 2022, and the remaining 75% of the rsus will vest in equal installments on each quarterly anniversary thereafter, until such time as the rsus are 100% vested, subject to the reporting person's provision of service to the issuer on each vesting date. shares of the issuer's common stock will be delivered to the reporting person upon settlement.
f13 25% of the rsus will vest on february 1, 2023, and the remaining 75% of the rsus will vest in equal installments on each quarterly anniversary thereafter, until such time as the rsus are 100% vested, subject to the reporting person's provision of service to the issuer on each vesting date. shares of the issuer's common stock will be delivered to the reporting person upon settlement.
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