SEC Form 3
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*
Xie Ken

(Last) (First) (Middle)
C/O FORTINET, INC. 1090 KIFER ROAD

(Street)
SUNNYVALE CA 94086

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2009
3. Issuer Name and Ticker or Trading Symbol
FORTINET INC [ FTNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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.