Locoh-Donou Francois Form 4 F5 NETWORKS / Francois Locoh-Donou ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Locoh-Donou Francois

(Last) (First) (Middle)

C/O F5 NETWORKS, INC.

401 ELLIOTT AVE. W.

(Street)

SEATTLE WA 98119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
F5 NETWORKS INC [ FFIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO & Director

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2018

4. If Amendment, Date of 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

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	11/01/2018		M		7,035(1)	A	$0.00	28,049	D

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Unit(2)	$0.00	11/01/2018		M			1,425	(3)	(4)	Common Stock	1,425	$0.00	17,103	D
Restricted Stock Unit(2)	$0.00	11/01/2018		M			3,770	(5)	(4)	Common Stock	3,770	$0.00	22,617	D
Restricted Stock Unit(2)	$0.00	11/01/2018		M			491	(6)	(4)	Common Stock	491	$0.00	4,907	D
Restricted Stock Unit(2)	$0.00	11/01/2018		M			1,349	(7)	(4)	Common Stock	1,349	$0.00	13,492	D
Restricted Stock Unit(2)(8)	$0.00	11/01/2018		A		20,940		(9)	(4)	Common Stock	20,940	$0.00	20,940	D

Explanation of Responses:

1. Shares acquired upon vesting of the May 1, 2017 and November 1, 2017 awards of service-based Restricted Stock Units.

2. Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.

3. This November 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2018.

4. If the reporting person continues to provide services to the Company through 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.

5. This May 1, 2017 award of service-based Restricted Stock Units vests thirty-three and one third percent (33 1/3%) on May 1, 2018 and the remaining sixty-six and two thirds percent (66 2/3%) vests in eight equal quarterly increments beginning August 1, 2018.

6. This May 1, 2017 award of service-based Restricted Stock Units vests twenty five percent (25%) on May 1, 2018 and the remaining seventy five percent (75%) vests in twelve equal quarterly increments beginning August 1, 2018.

7. This May 1, 2017 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning August 1, 2017.

8. Concurrent with the award of 20,940 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 20,940 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. The Performance RSUs vests over a three-year period in three equal annual installments. 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.

9. This November 1, 2018 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2019.

Remarks:

	/s/ Scot F. Rogers by Power of Attorney	11/05/2018
	** Signature of Reporting Person	Date
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