Ken Xie Form 4 Fortinet / Ken Xie ownership change

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^*

Xie Ken

(Last)

(First)

(Middle)

C/O FORTINET, INC.

909 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2024

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	04/16/2024		M		41,667	A	$9.812	48,684,640	D
Common Stock	04/16/2024		S⁽¹⁾		23,737	D	$64.7374⁽²⁾	48,660,903	D
Common Stock	04/16/2024		S⁽¹⁾		255	D	$65.5139⁽³⁾	48,660,648	D
Common Stock	04/17/2024		M		41,666	A	$9.812	48,702,314	D
Common Stock	04/17/2024		S⁽¹⁾		23,904	D	$64.8766⁽⁴⁾	48,678,410	D
Common Stock	04/17/2024		S⁽¹⁾		100	D	$65.52	48,678,310	D
Common Stock								4,256,201	I	By trust⁽⁵⁾
Common Stock								4,256,201	I	By trust⁽⁶⁾
Common Stock								3,243,799	I	By trust⁽⁷⁾
Common Stock								3,243,799	I	By trust⁽⁸⁾

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)
Nonqualified Stock Option (right to buy)	$9.812	04/16/2024		M			41,667	⁽⁹⁾	02/20/2025	Common Stock	41,667	$0	875,000	D
Nonqualified Stock Option (right to buy)	$9.812	04/17/2024		M			41,666	⁽⁹⁾	02/20/2025	Common Stock	41,666	$0	833,334	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 8, 2023.

2. Represents the weighted average sale price. The lowest price at which shares were sold was $64,44 and the highest price at which shares were sold was $65.39. 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 (2) through (5) to this Form 4.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $65.50 and the highest price at which shares were sold was $65.53.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $64.48 and the highest price at which shares were sold was $65.42.

5. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.

6. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.

7. These securities are held by a 2024 grantor retained annuity trust for the benefit of the Reporting Person.

8. These securities are held by a 2024 grantor retained annuity trust for the benefit of the Reporting Person's spouse.

9. The options are fully vested.

	/s/ Robert Turner, by power of attorney	04/17/2024
	** 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 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).
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.

Ken Xie Form 4Fortinet / Ken Xie ownership change