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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (5) | $ 0 | 10/28/2016 | A | 8,031 (6) | (7) | (8) | Common Stock | 8,031 | $ 0 | 8,031 | D | ||||
| Restricted Stock Units (5) | $ 0 | 10/28/2016 | A | 7,301 | (9) | (8) | Common Stock | 7,301 | $ 0 | 7,301 | D | ||||
| Restricted Stock Units (5) | $ 0 | 11/01/2016 | M | 297 | (10) | (8) | Common Stock | 297 | $ 0 | 1,784 | D | ||||
| Restricted Stock Units (5) | $ 0 | 11/01/2016 | M | 255 | (11) | (8) | Common Stock | 255 | $ 0 | 2,033 | D | ||||
| Restricted Stock Units (5) | $ 0 | 11/01/2016 | M | 205 | (12) | (8) | Common Stock | 205 | $ 0 | 2,049 | D | ||||
| Restricted Stock Units (5) | $ 0 | 11/01/2016 | M | 565 | (13) | (8) | Common Stock | 565 | $ 0 | 6,779 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rogers Scot Frazier C/O F5 NETWORKS, INC. 401 ELLIOTT AVE. WEST SEATTLE, WA 98119 |
EVP and General Counsel | |||
| /s/ Scot F. Rogers | 11/01/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | Shares acquired based on performance targets for the November 3, 2014, May 1, 2015, and November 2, 2015 awards of Restricted Stock Units. |
| (2) | Shares acquired upon vesting of the May 1, 2014, November 3, 2014, May 1, 2015, and November 2, 2015 awards of service-based Restricted Stock Units. |
| (3) | This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $135.84 to $136.59 The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. |
| (4) | This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $136.97 to $137.79 The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price. |
| (5) | Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date. |
| (6) | Concurrent with the award of service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 8,031 Performance RSUs over the vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Compensation Committee of the Board of Directors determines that the performance targets have been achieved. |
| (7) | This November 1, 2016 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2017. |
| (8) | If the reporting person continues to serve as an officer of the Company on the vest date, the corresponding number of shares of Common Stock of F5 Networks, Inc. will be issued to the reporting person on the vest date. |
| (9) | This November 1, 2016 award of service-based Restricted Stock Units vests 100% on November 1, 2018. |
| (10) | Twenty five percent (25%) of the May 1, 2014 award of service-based Restricted Stock Units vested on May 1, 2015, and the remaining seventy five percent (75%) vest in twelve equal quarterly increments beginning August 1, 2015. |
| (11) | This November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015. |
| (12) | This May 1, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2015. |
| (13) | This November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016. |