Fortinet Inc
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
On November 13, 2023, Patrice Perche, our Chief Revenue Officer and Executive Vice President of Support, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Perche Plan”) under the Exchange Act for the sale of shares of our common stock. The Perche Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Perche Plan provides for the potential sale by Patrice Perche of up to (a)141,981 shares of our common stock, including upon the vesting and settlement of RSUs and PSUs for shares of our common stock, and (b) the net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon such vesting and settlement, in each case, at the market price, all between March 4, 2024 and June 1, 2025.
On December 6, 2023, Judith Sim, one ofdirectors, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sim Plan”) under the Exchange Act for the sale of shares of our common stock. The Sim Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Sim Plan provides for the potential sale by Judith Sim of up to 20,637 shares of our common stock between March 6, 2024 and March 8, 2025.
Each of the Perche Plan and the Sim Plan (together, the “10b5-1 Plans”) includes a representation from Patrice Perche and Judith Sim (as applicable) to the broker administering the plan that none of them were in possession of any material nonpublic information regarding us or the securities subject to the 10b5-1 Plans at the time the 10b5-1 Plans were entered into. A similar representation was made to us in connection with the adoption of the 10b5-1 Plans under our insider trading policy. Those representations for each 10b5-1 Plan were made as of the respective date of adoption of the applicable 10b5-1 Plan, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Patrice Perche and Judith Sim were unaware, or with respect to any material nonpublic information acquired by Patrice Perche and Judith Sim or us after the date of each such representation.
Once executed, transactions under the Sim Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Patrice Perche or Judith Sim or our other officers or directors, or their affiliated entities.
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