F5 Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 17:01

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
WHALEN CHAD MICHAEL
2. Issuer Name and Ticker or Trading Symbol
F5, INC. [FFIV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Worldwide Sales
(Last) (First) (Middle)
C/O F5, INC., 801 5TH AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
SEATTLE, WA 98104 		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 11/01/2024 M 2,524(1) A $ 0 39,949 D
Common Stock 11/01/2024 F 6,114 D $233.88 33,835 D
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)
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
Restricted Stock Unit(2) $ 0 11/01/2024 M 640 (3) (4) Common Stock 640 $ 0 0 D
Restricted Stock Unit(2) $ 0 11/01/2024 M 951 (5) (4) Common Stock 951 $ 0 3,806 D
Restricted Stock Unit(2) $ 0 11/01/2024 M 933 (6) (4) Common Stock 933 $ 0 7,461 D
Restricted Stock Unit(2)(7) $ 0 11/01/2024 A 8,607 (8) (4) Common Stock 8,607 $ 0 8,607 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHALEN CHAD MICHAEL
C/O F5, INC.
801 5TH AVENUE
SEATTLE, WA 98104 		EVP, Worldwide Sales

Signatures

/s/ Scot F. Rogers by Power of Attorney 11/05/2024
**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) Shares acquired upon the vesting of November 1, 2021, November 1, 2022, and November 1, 2023 awards of service-based Restricted Stock Units.
(2) Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
(3) This November 1, 2021 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2022.
(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, Inc. will be issued to the reporting person on the vest date.
(5) This November 1, 2022 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2023.
(6) This November 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024.
(7) Concurrent with the award of 8,607 service-based Restricted Stock Units, the Company granted the reporting person additional Restricted Stock Units the number of which that can be earned will be based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person can receive 10,043 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 and may be less if the reporting person does not remain employed during the vesting period. Performance RSUs are not reported in Table II; the underlying shares of Performance RSUs will be reported in Table I if and when the Talent and Compensation Committee of the Board of Directors determines that the performance targets have been achieved.
(8) This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.