Statement of Changes in Beneficial Ownership (4)
August 02 2016 - 6:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
EAMES EDWARD JULIAN
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2. Issuer Name
and
Ticker or Trading Symbol
F5 NETWORKS INC
[
FFIV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Chief Operations Officer
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(Last)
(First)
(Middle)
C/O F5 NETWORKS, INC., 401 ELLIOTT AVE. WEST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/29/2016
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(Street)
SEATTLE, WA 98119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/29/2016
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A
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3165
(1)
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A
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$0.00
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27815
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D
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Common Stock
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8/1/2016
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M
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3324
(2)
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A
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$0.00
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31139
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D
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Common Stock
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8/1/2016
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S
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5889
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D
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$123.919
(3)
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25250
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D
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Common Stock
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8/1/2016
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S
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600
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D
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$124.7367
(4)
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24650
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(5)
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$0.00
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8/1/2016
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M
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955
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(6)
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(7)
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Common Stock
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955
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$0.00
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956
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D
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Restricted Stock Units
(5)
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$0.00
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8/1/2016
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M
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947
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(8)
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(7)
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Common Stock
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947
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$0.00
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4735
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D
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Restricted Stock Units
(5)
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$0.00
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8/1/2016
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M
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660
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(9)
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(7)
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Common Stock
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660
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$0.00
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5947
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D
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Restricted Stock Units
(5)
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$0.00
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8/1/2016
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M
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762
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(10)
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(7)
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Common Stock
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762
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$0.00
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9914
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D
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Explanation of Responses:
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(
1)
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Shares acquired based on performance targets for the November 1, 2012, November 1, 2013, November 3, 2014 and November 2, 2015 awards of Restricted Stock Units.
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(
2)
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Shares acquired upon vesting of the November 1, 2012, November 1, 2013, November 3, 2014, and November 2, 2015 awards of service-based Restricted Stock Units.
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(
3)
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This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $123.47 to $124.46. 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.
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(
4)
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This transaction was executed pursuant to a Rule 10b5-1 trading plan, in multiple trades at prices ranging from $124.67 to $124.79. 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.
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(
5)
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Each Restricted Stock Unit represents a contingent right to receive one share of F5 Networks, Inc. Common Stock on the vest date.
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(
6)
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The November 1, 2012 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2013.
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(
7)
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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.
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(
8)
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The November 1, 2013 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2014.
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(
9)
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The November 3, 2014 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2015.
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(
10)
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This November 2, 2015 award of service-based Restricted Stock Units vests in sixteen equal quarterly increments beginning February 1, 2016.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EAMES EDWARD JULIAN
C/O F5 NETWORKS, INC.
401 ELLIOTT AVE. WEST
SEATTLE, WA 98119
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EVP, Chief Operations Officer
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Signatures
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/s/ Scot F. Rogers by Power of Attorney
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8/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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