SEC Filing | Fortinet, Inc.

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SEC FORM 3 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^*

WALECKA JOHN L

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

3000 SAND HILL ROAD, BLDG. 2, SUITE 290

(Street)

MENLO PARK

94025

(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
	Officer (give title below)		Other (specify below)

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	08/13/2012	Common Stock	120,000	1.95	D
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	6,726,812	⁽²⁾	I	See footnote⁽³⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,954,800	⁽⁴⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	155,541	⁽²⁾	I	See footnote⁽⁵⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	45,200	⁽⁴⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Shares subject to the option are fully vested and immediately exercisable.

2. 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.

3. Shares held directly by Redpoint Ventures II, LP ("Redpoint Ventures"). The Reporting Person is a managing member of Redpoint Ventures II, LLC, the general partner of Redpoint Ventures, and may be deemed to indirectly beneficially own such shares. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

4. The Series E 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.

5. Shares held directly by Redpoint Associates II, LLC ("Redpoint Associates"). The Reporting Person is a managing member of Redpoint Associates and may be deemed to indirectly beneficially own such shares. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

	/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.

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                                                                      Exhibit 24
                                POWER OF ATTORNEY

         The undersigned, as a Section 16 reporting person of Fortinet, Inc.
(the "Company"), hereby constitutes and appoints Ken Xie, Ken Goldman, John
Whittle and Robert Turner, the undersigned's true and lawful attorneys-in-fact
to:

         1.     complete and execute Forms 3, 4 and 5 and other forms and all
                amendments thereto as such attorneys-in-fact shall in their
                discretion determine to be required or advisable pursuant to
                Section 16 of the Securities Exchange Act of 1934 (as amended)
                and the rules and regulations promulgated thereunder, or any
                successor laws and regulations, as a consequence of the
                undersigned's ownership, acquisition or disposition of
                securities of the Company; and

         2.     do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, the Company and such other person or
                agency as the attorneys-in-fact shall deem appropriate.

         The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 2009.


                                        Signature:  /s/ John Walecka
                                                    -----------------------------

                                        Print Name: John Walecka
                                                    ----------------------------