SEC Filing | Fortinet, Inc.

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SEC FORM 4 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^*

Hara George

(Last)

(First)

(Middle)

C/O FORTINET, INC. 1090 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2009

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	11/23/2009		M		10,000	A	$0.5	10,000	D
Common Stock	11/23/2009		S		10,000	D	$11.625	0	D
Common Stock	11/23/2009		C		130,000	A	⁽¹⁾	130,000	I	See footnote⁽²⁾
Common Stock	11/23/2009		C		833,334	A	⁽³⁾	963,334	I	See footnote⁽²⁾
Common Stock	11/23/2009		C		120,000	A	⁽⁴⁾	1,083,334	I	See footnote⁽²⁾
Common Stock	11/23/2009		S		216,666	D	$11.625	866,668	I	See footnote⁽²⁾
Common Stock	11/23/2009		C		666,666	A	⁽³⁾	666,666	I	See footnote⁽⁵⁾
Common Stock	11/23/2009		S		133,333	D	$11.625	533,333	I	See footnote⁽⁵⁾
Common Stock	11/23/2009		C		420,000	A	⁽⁴⁾	420,000	I	See footnote⁽⁶⁾
Common Stock	11/23/2009		S		84,000	D	$11.625	336,000	I	See footnote⁽⁶⁾
Common Stock	11/23/2009		C		166,667	A	⁽³⁾	166,667	I	See footnote⁽⁷⁾
Common Stock	11/23/2009		C		80,000	A	⁽⁴⁾	246,667	I	See footnote⁽⁷⁾
Common Stock	11/23/2009		S		33,333	D	$11.625	213,334	I	See footnote⁽⁷⁾
Common Stock	11/23/2009		C		200,000	A	⁽⁴⁾	200,000	I	See footnote⁽⁸⁾
Common Stock	11/23/2009		S		200,000	D	$11.625	0	I	See footnote⁽⁸⁾
Common Stock	11/23/2009		C		70,000	A	⁽¹⁾	70,000	I	See footnote⁽⁹⁾
Common Stock	11/23/2009		C		50,000	A	⁽³⁾	120,000	I	See footnote⁽⁹⁾
Common Stock	11/23/2009		C		28,819	D	$11.625	91,181	I	See footnote⁽⁹⁾

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)
Stock Option (right to buy)	$0.5	11/23/2009		M			10,000	⁽¹⁰⁾	08/13/2012	Common Stock	10,000	$0	90,000	D
Series B Convertible Preferred Stock	⁽¹⁾	11/23/2009		C			130,000	⁽¹⁾	⁽¹⁾	Common Stock	130,000	$0	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	11/23/2009		C			833,334	⁽³⁾	⁽³⁾	Common Stock	833,334	$0	0	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁴⁾	11/23/2009		C			120,000	⁽⁴⁾	⁽⁴⁾	Common Stock	120,000	$0	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	11/23/2009		C			666,666	⁽³⁾	⁽³⁾	Common Stock	666,666	$0	0	I	See footnote⁽⁵⁾
Series E Convertible Preferred Stock	⁽⁴⁾	11/23/2009		C			420,000	⁽⁴⁾	⁽⁴⁾	Common Stock	420,000	$0	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽³⁾	11/23/2009		C			166,667	⁽³⁾	⁽³⁾	Common Stock	166,667	$0	0	I	See footnote⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁴⁾	11/23/2009		C			80,000	⁽⁴⁾	⁽⁴⁾	Common Stock	80,000	$0	0	I	See footnote⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁴⁾	11/23/2009		C			200,000	⁽⁴⁾	⁽⁴⁾	Common Stock	200,000	$0	0	I	See footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/23/2009		C			70,000	⁽¹⁾	⁽¹⁾	Common Stock	70,000	$0	0	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽³⁾	11/23/2009		C			50,000	⁽³⁾	⁽³⁾	Common Stock	50,000	$0	0	I	See footnote⁽⁹⁾

Explanation of Responses:

1. The Series B Convertible Preferred Stock shall automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and had no expiration date.

2. Shares held directly by Defta Alliance Fund II, L.P. ("DAF"). The Reporting Person is a managing member of Coba Management, LLC ("Coba Mgmt"), the general partner of DAF, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by DAF. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

3. The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and had no expiration date.

4. The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of common stock and had no expiration date.

5. Shares held directly by Coba Mgmt. The Reporting Person is a managing member of Coba Mgmt and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by Coba Mgmt. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

6. Shares held directly by Defta Fortinet Holdings, LP ("DFH"). The Reporting Person is a managing member of Coba Mgmt, the general partner of DFH, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by DFH. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

7. Shares held directly by Defta Ubiquitous Technologies, LP ("DUT"). The Reporting Person is a managing member of Coba International, the general partner of DUT, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by DUT. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

8. Shares held directly by Defta Corporate Capital II ("DCC"). The Reporting Person is a managing member of Coba International, the general partner of DCC, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by DCC. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

9. Shares held directly by Defta Archipelago, LLC ("DA"). The Reporting Person is a director of Defta, Inc., the manager of DA, and may be deemed to share voting and dispositive power over the shares that may be deemed beneficially held by DA. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

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

	/s/ John Whittle, by power of attorney	11/23/2009
	** 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 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).
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