Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Xie Michael
  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
__X__ Officer (give title below) _____ Other (specify below)
VP, Engineering & CTO
(Last)
(First)
(Middle)
C/O FORTINET, INC. 1090 KIFER ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2011
(Street)

SUNNYVALE, CA 94086
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 06/06/2011   S(1)   20,000 D $ 23.8746 (2) 7,480,000 (3) (4) D  
Common Stock 06/07/2011   S(1)   20,000 D $ 23.872 (5) 7,460,000 D  
Common Stock               3,000,000 (3) (6) I See footnote (7)
Common Stock               3,000,000 (3) (8) I See footnote (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 3.735 (3) (10)               (11) 02/07/2015 Common Stock 50,000 (3) (10)   50,000 (3) (10) D  
Employee Stock Option (right to buy) $ 3.735 (3) (12)               (13) 07/31/2015 Common Stock 250,000 (3) (12)   250,000 (3) (12) D  
Employee Stock Option (right to buy) $ 3.735 (3) (14)               (15) 01/28/2016 Common Stock 200,000 (3) (14)   200,000 (3) (14) D  
Employee Stock Option (right to buy) $ 8.43 (3) (16)               (17) 02/10/2017 Common Stock 50,000 (3) (16)   50,000 (3) (16) D  
Employee Stock Option (right to buy) $ 20.235 (3) (18)               (19) 02/08/2018 Common Stock 100,000 (3) (18)   100,000 (3) (18) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Xie Michael
C/O FORTINET, INC. 1090 KIFER ROAD
SUNNYVALE, CA 94086
  X     VP, Engineering & CTO  

Signatures

 /s/ John Whittle, by power of attorney   06/08/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 8, 2010.
(2) The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.68 to $24.16 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (5) to this Form 4.
(3) On June 1, 2011, the common stock of the Issuer split 2-for-1, in the form of a 100% stock dividend, to all stockholders of record as of the close of business on May 9, 2011 (the "Stock Split").
(4) As a result of the Stock Split, the Reporting Person's ownership includes 3,750,000 additional shares of common stock.
(5) The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.40 to $24.25 per share.
(6) As a result of the Stock Split, ownership by the Michael Xie Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Xie 2011 GRAT") includes 1,500,000 additional shares of common stock.
(7) Shares held directly by the Xie 2011 GRAT.
(8) As a result of the Stock Split, ownership by the Danke Wu Grantor Retained Annuity Trust dated February 9, 2011 for which the Reporting Person serves as a trustee (the "Wu 2011 GRAT") includes 1,500,000 additional shares of common stock.
(9) Shares held directly by the Wu GRAT.
(10) This option was previously reported as covering 25,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.
(11) One-fourth of the shares subject to the option vested on February 7, 2008 and one forty-eighth of the shares shall vest monthly thereafter beginning on February 29, 2008.
(12) This option was previously reported as covering 125,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.
(13) One-fourth of the shares subject to the option vested on July 31, 2009 and one forty-eighth of the shares shall vest monthly thereafter.
(14) This option was previously reported as covering 100,000 shares at an exercise price of $7.47 per share, but was adjusted to reflect the Stock Split.
(15) One-fourth of the shares subject to the option vested on January 28, 2010 and one forty-eighth of the shares shall vest monthly thereafter.
(16) This option was previously reported as covering 25,000 shares at an exercise price of $16.86 per share, but was adjusted to reflect the Stock Split.
(17) One-fourth of the shares subject to the option vested on February 10, 2011 and one forty-eighth of the shares shall vest monthly thereafter.
(18) This option was previously reported as covering 50,000 shares at an exercise price of $40.47 per share, but was adjusted to reflect the Stock Split.
(19) One-fourth of the shares subject to the option vest on February 8, 2012 and one forty-eighth of the shares shall vest monthly thereafter.

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