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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SC XI MANAGEMENT LLC (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Palo Alto Networks Inc [ PANW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/27/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	03/27/2014		J(1)		2,654,408	D	(1)	5,308,814	I	By Sequoia Capital XI, LP(2)
Common Stock	03/27/2014		J(1)		288,779	D	(1)	577,558	I	By Sequoia Capital XI Principals Fund, LLC(2)
Common Stock	03/27/2014		J(1)		83,849	D	(1)	167,698	I	By Sequoia Technology Partners XI, LP(2)
Common Stock								1,475,592	I	By Sequoia Capital Growth Fund III, LP(3)
Common Stock								76,202	I	By Sequoia Capital Growth III Principals Fund, LLC(3)
Common Stock								16,150	I	By Sequoia Capital Growth Partners III, LP(3)

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

1. Name and Address of Reporting Person* SC XI MANAGEMENT LLC (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL XI (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL XI PRINCIPALS FUND (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA TECHNOLOGY PARTNERS XI (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SCGF III MANAGEMENT LLC (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH FUND III (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEQUOIA CAPITAL GROWTH PARTNERS III (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

2. SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, LP and Sequoia Technology Partners XI, LP and is the managing member of Sequoia Capital XI Principals Fund, LLC. As a result, SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XI, LP, Sequoia Technology Partners XI, LP and Sequoia Capital XI Principals Fund, LLC. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. SCGF III Management, LLC ("SCGF III Management") is the general partner of Sequoia Capital Growth Fund III, LP and Sequoia Capital Growth Partners III, LP and is the managing member of Sequoia Capital Growth III Principals Fund, LLC. As a result, SCGF III Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, LP, Sequoia Capital Growth Partners III, LP and Sequoia Capital Growth III Principals Fund, LLC. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund LLC	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, LP	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the Managing Member of Sequoia Capital Growth III Principals Fund LLC	03/28/2014
	/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Partners III, LP	03/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.