SEC Filing - Palo Alto Networks

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Chandna Asheem

(Last)

(First)

(Middle)

C/O PALO ALTO NETWORKS INC.

3300 OLCOTT STREET

(Street)

SANTA CLARA

95954

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2012

3. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [ PANW ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,465	I	See footnote⁽¹⁾
Common Stock	11,068	I	See footnote⁽²⁾
Common Stock	96,909	I	See footnote⁽³⁾
Common Stock	2,700	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	24,150	⁽⁵⁾	I	See footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	211,458	⁽⁵⁾	I	See footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,892	⁽⁵⁾	I	See footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	200,000	⁽⁵⁾	I	See footnote⁽¹⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	875,816	⁽⁵⁾	I	See footnote⁽²⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	7,668,692	⁽⁵⁾	I	See footnote⁽³⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	231,642	⁽⁵⁾	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	53,571	⁽⁵⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	238,587	⁽⁵⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,089,081	⁽⁵⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	58,200	⁽⁵⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	51,014	⁽⁵⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	229,057	⁽⁵⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,005,636	⁽⁵⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	55,875	⁽⁵⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. The reported securities are held of record by the Chandna Family Revocable Trust DTD 4/13/98 for which the Reporting Person serves as a trustee.

2. The reported securities are held of record by Greylock XI Principals LLC ("GL XI "). William W. Helman and Aneel Bhursi are partners of GL XI and are the managing members of Greylock XI GP Limited Partnership ("GL XI GP"), which has sole voting and dispositive power with respect to the securities held by GL XI. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The reported securities are held of record by Greylock XI Limited Partnership ("GL XI LP"). GL XI GP, the general partner of GL XI LP, has sole voting and dispositive power with respect to the securities held by GL XI LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The reported securities are held of record by Greylock XI-A Limited Partnership ("GL XI-A LP"). GL XI GP, the general partner of GL XI-A LP, has sole voting and dispositive power with respect to the securities held by GL XI-A LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Each share of Series A-1 Preferred Stock, A-2 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converts into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

	/s/ Jeff True, Attorney-in-Fact for Asheem Chandna	07/19/2012
	** 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 5 (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.

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                               POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Palo Alto Networks Inc.
(the "Company"), hereby constitutes and appoints Jeff True and Sonia Sexton, the
undersigned's true and lawful attorneys-in-fact to:

        1.      complete and execute Forms 3, 4 and 5 and other forms and all
                amendments thereto as such attorneys-in-fact shall in their
                discretion determine to be required or advisable pursuant to
                Section 16 of the Securities Exchange Act of 1934 (as amended)
                and the rules and regulations promulgated thereunder, or any
                successor laws and regulations, as a consequence of the
                undersigned's ownership, acquisition or disposition of
                securities of the Company; and

        2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, the Company and such other person or
                agency as the attorneys-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of July, 2012.

                                        Signature: /s/ Asheem Chandna
                                                   ----------------------------

                                        Print Name: Asheem Chandna
                                                    ---------------------------