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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/16/24 |
Issuer: |
| Issuer CIK: 1262039 |
| Issuer Name: Fortinet, Inc. |
| Issuer Trading Symbol: FTNT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1475587 |
| | Owner Name: Xie Ken |
| Reporting Owner Address: |
| | Owner Street 1: C/O FORTINET, INC. |
| | Owner Street 2: 909 KIFER ROAD |
| | Owner City: SUNNYVALE |
| | Owner State: CA |
| | Owner ZIP Code: 94086 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: PRESIDENT & CEO |
| | Other Text: |
Aff 10b5 One: 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/16/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 41,667 |
| | | Transaction Price Per Share: |
| Value: 9.812 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,684,640 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/16/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 23,737 |
| | | Transaction Price Per Share: |
| Value: 64.7374 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,660,903 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/16/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 255 |
| | | Transaction Price Per Share: |
| Value: 65.5139 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,660,648 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/17/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 41,666 |
| | | Transaction Price Per Share: |
| Value: 9.812 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,702,314 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/17/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 23,904 |
| | | Transaction Price Per Share: |
| Value: 64.8766 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,678,410 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/17/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100 |
| | | Transaction Price Per Share: |
| Value: 65.52 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,678,310 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,256,201 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By trust |
| Footnote ID: F5 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,256,201 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By trust |
| Footnote ID: F6 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,243,799 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By trust |
| Footnote ID: F7 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,243,799 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By trust |
| Footnote ID: F8 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Nonqualified Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 9.812 |
| | Transaction Date: |
| | | Value: 4/16/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 41,667 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Value: 2/20/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 41,667 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 875,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Nonqualified Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 9.812 |
| | Transaction Date: |
| | | Value: 4/17/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 41,666 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Value: 2/20/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 41,666 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 833,334 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
Footnotes: |
| Footnote - F1: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 8, 2023. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Footnote - F4: 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. |
| Footnote - F5: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person. |
| Footnote - F6: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse. |
| Footnote - F7: These securities are held by a 2024 grantor retained annuity trust for the benefit of the Reporting Person. |
| Footnote - F8: These securities are held by a 2024 grantor retained annuity trust for the benefit of the Reporting Person's spouse. |
| Footnote - F9: The options are fully vested. |
Owner Signature: |
| Signature Name: /s/ Robert Turner, by power of attorney |
| Signature Date: 4/17/24 |