Michael Xie - May 1, 2024 Form 4 Insider Report for Fortinet, Inc. (FTNT)

Signature
/s/ Robert Turner, by power of attorney
Stock symbol
FTNT
Transactions as of
May 1, 2024
Transactions value $
-$1,887,518
Form type
4
Date filed
5/2/2024, 05:36 PM
Previous filing
Mar 7, 2024
Next filing
Aug 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTNT Common Stock Options Exercise $0 +4.55K +0.04% $0.00 10.9M May 1, 2024 Direct F1
transaction FTNT Common Stock Options Exercise $0 +2.03K +0.02% $0.00 10.9M May 1, 2024 Direct F1
transaction FTNT Common Stock Options Exercise $0 +2.76K +0.03% $0.00 10.9M May 1, 2024 Direct F1
transaction FTNT Common Stock Tax liability -$294K -4.63K -0.04% $63.53 10.9M May 1, 2024 Direct F2
transaction FTNT Common Stock Sale -$322K -5.07K -0.05% $63.43 10.9M May 2, 2024 Direct F3, F4
transaction FTNT Common Stock Sale -$1.1M -17K -0.16% $64.68 10.9M May 2, 2024 Direct F3, F5
transaction FTNT Common Stock Sale -$174K -2.68K -0.02% $65.19 10.9M May 2, 2024 Direct F3, F6
holding FTNT Common Stock 9.96M May 1, 2024 See footnote F7
holding FTNT Common Stock 17M May 1, 2024 See footnote F8
holding FTNT Common Stock 9.5M May 1, 2024 By trust F9
holding FTNT Common Stock 9.5M May 1, 2024 By trust F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FTNT Restricted Stock Units Options Exercise $0 -4.55K -24.98% $0.00 13.7K May 1, 2024 Common Stock 4.55K $0.00 Direct F1, F11, F12, F13
transaction FTNT Restricted Stock Units Options Exercise $0 -2.03K -12.5% $0.00 14.2K May 1, 2024 Common Stock 2.03K $0.00 Direct F1, F11, F13, F14
transaction FTNT Restricted Stock Units Options Exercise $0 -2.76K -8.33% $0.00 30.4K May 1, 2024 Common Stock 2.76K $0.00 Direct F1, F11, F13, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
F2 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.
F3 The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 8, 2023.
F4 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.
F5 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.
F6 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.
F7 Shares held directly by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
F8 Shares held directly by The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
F9 These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
F10 These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
F11 Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
F12 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.
F13 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F14 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.
F15 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.