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* GANESAN VENKY (Last) (First) (Middle) C/O PALO ALTO NETWORKS INC. 3300 OLCOTT STREET (Street) SANTA CLARA CA 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

The reporting person has an indirect pecuniary interest in (i) 39,477 shares of Common Stock of the Issuer, (ii) 4,061,053 shares of Series B Preferred Stock of the Issuer, and (iii) 817,013 shares of Series C Preferred Stock of the Issuer, all held of record by Globespan Capital Partners V, L.P. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares.

No securities are beneficially owned.

	/s/ Jeff True, Attorney-in-Fact for Venky Ganesan	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).
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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 also hereby constitutes and appoints the responsible
attorneys and paralegals of Wilson Sonsini Goodrich & Rosati P.C., and each of
them, the undersigned's true and lawful attorney-in-fact and agent to complete,
execute and file a Form ID Application Acknowledgement on EDGAR or such other
forms as prescribed by the U.S. Securities and Exchange Commission in order for
the undersigned to apply for and obtain EDGAR filing codes.

        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 15th day of July, 2012.

                                        Signature: /s/ Venky Ganesan
                                                   ----------------------------

                                        Print Name: Venky Ganesan
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