FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/17/2009 |
3. Issuer Name and Ticker or Trading Symbol
FORTINET INC [ FTNT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,518,832 | D | |
Common Stock | 590,584 | I | See footnote(1) |
Common Stock | 1,500,000 | I | See footnote(2) |
Common Stock | 590,584 | I | See footnote(3) |
Common Stock | 1,500,000 | I | See footnote(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (5) | (5) | Common Stock | 128,000 | (5) | D | |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 426,667 | (6) | D | |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 2,125,000 | (7) | D | |
Employee Stock Option (right to buy) | (8) | 03/01/2011 | Common Stock | 30,000 | $2.15 | D | |
Employee Stock Option (right to buy) | (9) | 07/20/2011 | Common Stock | 150,000 | $2.365 | D | |
Employee Stock Option (right to buy) | (10) | 02/07/2015 | Common Stock | 75,000 | $7.47 | D | |
Employee Stock Option (right to buy) | (11) | 07/31/2015 | Common Stock | 150,000 | $7.47 | D | |
Employee Stock Option (right to buy) | (12) | 01/28/2016 | Common Stock | 100,000 | $7.47 | D |
Explanation of Responses: |
1. Shares held directly by The Ken Xie 2007 Annuity Trust dated September 25, 2007 for which the Reporting Person serves as trustee. |
2. Shares held directly by The Ken Xie 2009 Grantor Retained Annuity Trust dated September 10, 2009 for which the Reporting Person serves as trustee. |
3. Shares 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. |
4. Shares 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. |
5. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and has no expiration date. |
6. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and has no expiration date. |
7. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and has no expiration date. |
8. One-fourth of the shares subject to the option vested on January 24, 2007 and one forty-eighth of the shares shall vest monthly thereafter. |
9. Shares subject to the option are fully vested and immediately exercisable. |
10. One-fourth of the shares subject to the option vested on May 4, 2008 and one forty-eighth of the shares shall vest monthly thereafter. |
11. One-fourth of the shares subject to the option vested on July 31, 2009 and one forty-eighth of the shares shall vest monthly thereafter. |
12. One-fourth of the shares subject to the option vest on January 28, 2010 and one forty-eighth of the shares shall vest monthly thereafter. |
/s/ John Whittle, by power of attorney | 11/17/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |