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* Redpoint Ventures II, LLC (Last) (First) (Middle) C/O REDPOINT VENTURES 3000 SAND HILL ROAD, BLDG. 2, SUITE 290 (Street) MENLO PARK CA 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) 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	6,726,812(1)	(1)	I	See footnote(2)
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	1,954,800(3)	(3)	I	See footnote(2)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	155,541(1)	(1)	I	See footnote(4)
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	45,200(3)	(3)	I	See footnote(4)

1. Name and Address of Reporting Person* Redpoint Ventures II, LLC (Last) (First) (Middle) C/O REDPOINT VENTURES 3000 SAND HILL ROAD, BLDG. 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redpoint Ventures II, L.P. (Last) (First) (Middle) C/O REDPOINT VENTURES 3000 SAND HILL ROAD, BLDG. 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redpoint Associates II, LLC (Last) (First) (Middle) C/O REDPOINT VENTURES 3000 SAND HILL ROAD, BLDG. 2, SUITE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Shares held directly by Redpoint Ventures II, LP ("Redpoint Ventures"). Redpoint Ventures II, LLC, the general partner of Redpoint Ventures, and possesses sole voting and investment control over the shares held by Redpoint Ventures and may be deemed to have indirect beneficial ownership of the shares held by Redpoint Ventures. Redpoint Ventures II, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Redpoint Ventures II, LLC owns no securities of the Issuer directly.

3. 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.

4. Shares held directly by Redpoint Associates II, LLC which is under common control with Redpoint Ventures.

	/s/ John Walecka, Managing Director of Redpoint Ventures II, LLC	11/17/2009
	/s/ John Walecka, Managing Director of Redpoint Ventures II, LLC, the General Partner of Redpoint Ventures II, LP	11/17/2009
	/s/ John Walecka, Managing Director of Redpoint Associates II, LLC	11/17/2009
	** Signature of Reporting Person	Date
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