| CUSIP No. | 34959E109 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Xie Ken | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 13,278,639 | |||||
| 6 | SHARED VOTING POWER | ||||
| 698,000 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 13,278,639 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 698,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 13,976,639 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.5 (2)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| (1) Includes (i) 12,761,139 shares of Common Stock held by the Reporting Person; (ii) 698,000 shares of Common Stock held by The Xie Foundation, a non-profit entity for which the Reporting Person serves as co-president and a director; (iii) 503,749 shares subject to options that are exercisable within 60 days of December 31, 2014, all of which are vested; and (iv) 13,751 shares issuable upon the settlement of restricted stock units that will vest within 60 days of December 31, 2014. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of the shares of Common Stock held by The Xie Foundation.
(2) Based on 164,855,943 shares of the Issuer’s Common Stock outstanding as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 6, 2014. | |||||
(a) | Name
of Issuer |
Fortinet, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
899 Kifer Road
Sunnyvale, CA 94086 |
(a) | Name
of Person Filing |
Xie, Ken |
(b) | Address
of Principal Business Office or, if none, Residence |
c/o Fortinet, Inc.
899 Kifer Road Sunnyvale, CA 94086 |
(c) | Citizenship |
United States |
(d) | Title
of Class of Securities |
Common Stock, $0.001 par value per share |
(e) | CUSIP
Number |
34959E109 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
Not applicable. |
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
13,976,639 |
(b) |
Percent of class: 8.5% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
13,278,639 |
(ii) |
Shared power to vote or to direct the vote:
698,000 |
(iii) |
Sole power to dispose or to direct the disposition of:
13,278,639 |
(iv) |
Shared power to dispose or to direct the disposition of:
698,000 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
| Not applicable. |
Date:
February 10, 2015 | By:
| /s/ Ken Xie | |
| Name: Ken Xie | |||
Footnotes: | Item 4(a): The aggregate number of shares beneficially owned includes (i) 12,761,139 shares of Common Stock held by the Reporting Person; (ii) 698,000 shares of Common Stock held by The Xie Foundation, a non-profit entity for which the Reporting Person serves as co-president and a director; (iii) 503,749 shares subject to options that are exercisable within 60 days of December 31, 2014, all of which are vested; and (iv) 13,751 shares issuable upon the settlement of restricted stock units that will vest within 60 days of December 31, 2014. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of the shares of Common Stock held by The Xie Foundation.
Item 4(b): Based on 164,855,943 shares of the Issuer’s Common Stock outstanding as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 6, 2014. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |