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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 2.15 | 11/23/2010 | M | 30,000 | (13) | 03/01/2011 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 2.365 | 11/23/2010 | M | 150,000 | (13) | 07/20/2011 | Common Stock | 150,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Xie Ken C/O FORTINET, INC. 1090 KIFER ROAD SUNNYVALE, CA 94086 |
X | X | President & CEO |
/s/ John Whittle, by power of attorney | 11/24/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Includes 298,428 shares previously reported as held directly by The Ken Xie 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person serves as trustee (the "Xie 2009 GRAT") and 298,428 shares previously reported as held directly by The Winnie Hiu-Yin Lee 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person's spouse serves as trustee (the "Lee 2009 GRAT") which were re-registered on September 10, 2010 and are now held directly by the Reporting Person. |
(2) | Includes 223,297 shares previously reported as held directly by The Ken Xie 2007 Annuity Trust dated September 25, 2007 for which the Reporting Person serves as trustee (the "Xie 2007 Annuity Trust") and 223,297 shares previously reported as held directly by The Winnie Hiu-Yin Lee 2007 Annuity Trust dated September 25, 2007 for which the Reporting Person's spouse serves as trustee (the "Lee 2007 Annuity Trust") which were re-registered on September 14, 2010 and are now held directly by the Reporting Person. |
(3) | The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 30, 2009, as amended. |
(4) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.11 to $31.77 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
(5) | Excludes 223,297 shares previously reported as held directly by the Xie 2007 Annuity Trust which were re-registered on September 14, 2010 and are now held directly by the Reporting Person. |
(6) | Shares held directly by the Xie 2007 Annuity Trust. |
(7) | Excludes 223,297 shares previously reported as held directly by the Lee 2007 Annuity Trust which were re-registered on September 14, 2010 and are now held directly by the Reporting Person. |
(8) | Shares held directly by the Lee 2007 Annuity Trust. |
(9) | Excludes 298,428 shares previously reported as held directly by the Xie 2009 GRAT which were re-registered on September 10, 2010 and are now held directly by the Reporting Person. |
(10) | Shares held directly by the Xie 2009 GRAT. |
(11) | Excludes 298,428 shares previously reported as held directly by the Lee 2009 GRAT which were re-registered on September 10, 2010 and are now held directly by the Reporting Person. |
(12) | Shares held directly by the Lee 2009 GRAT. |
(13) | Shares subject to the option are fully vested and immediately exercisable. |