SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Whittle John

(Last)

(First)

(Middle)

C/O FORTINET, INC.

1090 KIFER ROAD

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORTINET INC [ FTNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2011		M		9,996	A	$3.735	9,996	D
Common Stock	08/01/2011		S⁽¹⁾		9,996	D	$20.1803⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$3.735⁽³⁾⁽⁴⁾	08/01/2011		M			4,164	⁽⁵⁾	04/23/2015	Common Stock	4,164⁽³⁾⁽⁴⁾	$0	18,758⁽³⁾⁽⁴⁾	D
Employee Stock Option (right to buy)	$3.735⁽³⁾⁽⁶⁾	08/01/2011		M			5,832	⁽⁷⁾	01/28/2016	Common Stock	5,832⁽³⁾⁽⁶⁾	$0	52,504⁽³⁾⁽⁶⁾	D
Employee Stock Option (right to buy)	$20.13	08/02/2011		A		25,000		⁽⁸⁾	08/02/2018	Common Stock	25,000	$0	25,000	D
Employee Stock Option (right to buy)	$8.43⁽³⁾⁽⁹⁾							⁽¹⁰⁾	02/10/2017	Common Stock	50,000⁽³⁾⁽⁹⁾		50,000⁽³⁾⁽⁹⁾	D
Employee Stock Option (right to buy)	$20.235⁽³⁾⁽¹¹⁾							⁽¹²⁾	02/08/2018	Common Stock	60,000⁽³⁾⁽¹¹⁾		60,000⁽³⁾⁽¹¹⁾	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 24, 2010.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.92 to $20.66 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.

3. On June 1, 2011, the common stock of the Issuer split 2-for-1, in the form of a 100% stock dividend, to all stockholders of record as of the close of business on May 9, 2011 (the "Stock Split").

4. The option was previously reported as covering 11,461 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

5. One-fourth of the shares subject to the option vested on April 23, 2009 and one forty-eighth of the shares shall vest monthly thereafter.

6. The option was previously reported as covering 29,168 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.

7. One-fourth of the shares subject to the option vested on January 28, 2010 and one forty-eighth of the shares shall vest monthly thereafter.

8. One-fourth of the shares subject to the option vest on August 2, 2012 and one forty-eighth of the shares shall vest monthly thereafter.

9. The option was previously reported as covering 25,000 shares at an exercise price of $16.86 per share, but was adjusted to reflect the Stock Split.

10. One-fourth of the shares subject to the option vested on February 10, 2011 and one forty-eighth of the shares shall vest monthly thereafter.

11. The option was previously reported as covering 30,000 shares at an exercise price of $40.47 per share, but was adjusted to reflect the Stock Split.

12. One-fourth of the shares subject to the option vest on February 8, 2012 and one forty-eighth of the shares shall vest monthly thereafter.

	/s/ John Whittle	08/03/2011
	** Signature of Reporting Person	Date
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