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^*

GOETZ JAMES J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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)
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 C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,150	⁽¹⁾	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	76,202	⁽¹⁾	I	By Sequoia Capital Growth III Principals Fund, LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,475,592	⁽¹⁾	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,690	⁽¹⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	23,038	⁽¹⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	211,772	⁽¹⁾	I	By Sequoia Capital XI, LP⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	242,600	⁽¹⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	835,528	⁽¹⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,680,022	⁽¹⁾	I	By Sequoia Capital XI, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	66,089	⁽¹⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	227,612	⁽¹⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,092,167	⁽¹⁾	I	By Sequoia Capital XI, LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,017	⁽¹⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	68,938	⁽¹⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	633,669	⁽¹⁾	I	By Sequoia Capital XI, LP⁽³⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series 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.

2. James Goetz is a managing member of SCGF III Management, LLC ("SCGF III Management"). SCGF III Management is the general partner of Sequoia Capital Growth Partners III, LP ("SCGP III") and Sequoia Capital Growth Fund III, LP ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). By virtue of these relationships, Mr. Goetz may be deemed to share voting and dispositive power with respect to the shares held by SCGP III, SCGF III and SCG III. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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 purpose.

3. James Goetz is a non-managing member of SC XI Management, LLC ("SC XI Management"). 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. In addition, Mr. Goetz is a member of Sequoia Capital XI Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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 purpose.

Remarks:

Exhibit 24- Power of Attorney

	/s/ Melinda Dunn, by power of attorney for James J. Goetz	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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                           LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

        (1)     Execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or
                stockholder of any corporation or other person in which an
                investment fund affiliated with Sequoia Capital Operations, LLC
                makes an investment (each, a "Company"), Forms 3, 4, and 5 and
                amendments thereto in accordance with Section 16(a) of the
                Securities Exchange Act of 1934 and the rules thereunder;

        (2)     Do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5 or amendment thereto and timely
                file such form with the United States Securities and Exchange
                Commission (the "SEC") and any stock exchange or similar
                authority; and

        (3)     Take any other action of any type whatsoever which, in the
                opinion of such attorney-in-fact, may be necessary or desirable
                in connection with the foregoing authority, it being understood
                that the documents executed by such attorney-in-fact on behalf
                of the undersigned pursuant to this Limited Power of Attorney
                shall be in such form and shall contain such terms and
                conditions as such attorney-in-fact may approve.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is any Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Limited 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 any Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact. This Limited Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

                            [Signature Page Follows]

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 24th day of August, 2009.

/s/ James J. Goetz
----------------------------------------
Name: James J. Goetz