0001415889-24-012056.txt : 20240502 0001415889-24-012056.hdr.sgml : 20240502 20240502173658 ACCESSION NUMBER: 0001415889-24-012056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240501 FILED AS OF DATE: 20240502 DATE AS OF CHANGE: 20240502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Xie Michael CENTRAL INDEX KEY: 0001475586 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34511 FILM NUMBER: 24910022 MAIL ADDRESS: STREET 1: 1090 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fortinet, Inc. CENTRAL INDEX KEY: 0001262039 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] ORGANIZATION NAME: 06 Technology IRS NUMBER: 770560389 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 909 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 408-235-7700 MAIL ADDRESS: STREET 1: 909 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: FORTINET INC DATE OF NAME CHANGE: 20030902 4 1 form4-05022024_090545.xml X0508 4 2024-05-01 0001262039 Fortinet, Inc. FTNT 0001475586 Xie Michael C/O FORTINET, INC. 909 KIFER ROAD SUNNYVALE CA 94086 true true false false VP, ENGINEERING & CTO 1 Common Stock 2024-05-01 4 M 0 4550 0 A 10891568 D Common Stock 2024-05-01 4 M 0 2030 0 A 10893598 D Common Stock 2024-05-01 4 M 0 2763 0 A 10896361 D Common Stock 2024-05-01 4 F 0 4633 63.53 D 10891728 D Common Stock 2024-05-02 4 S 0 5074 63.4272 D 10886654 D Common Stock 2024-05-02 4 S 0 16960 64.6756 D 10869694 D Common Stock 2024-05-02 4 S 0 2676 65.1927 D 10867018 D Common Stock 9958430 I See footnote Common Stock 17041070 I See footnote Common Stock 9500000 I By trust Common Stock 9500000 I By trust Restricted Stock Units 0 2024-05-01 4 M 0 4550 0 D Common Stock 4550 13665 D Restricted Stock Units 0 2024-05-01 4 M 0 2030 0 D Common Stock 2030 14210 D Restricted Stock Units 0 2024-05-01 4 M 0 2763 0 D Common Stock 2763 30398 D Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. 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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 8, 2023. Represents the weighted average sale price. The lowest price at which shares were sold was $63.07 and the highest price at which shares were sold was $64.04. 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 ranges set forth in footnotes (4) through (6) to this Form 4. Represents the weighted average sale price. The lowest price at which shares were sold was $64.10 and the highest price at which shares were sold was $65.09. Represents the weighted average sale price. The lowest price at which shares were sold was $65.12 and the highest price at which shares were sold was $65.24. Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee. Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 25% of the RSUs vested 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. 25% of the RSUs vested on February 1, 2024, 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. /s/ Robert Turner, by power of attorney 2024-05-02