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* Lyle Christopher (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 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) Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group	5. 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 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, $0.0001 par value per share	110,677	I	By SCGE Fund, L.P.(1)(2)

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

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

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

1. Name and Address of Reporting Person* SCGE (LTGP), L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SCGE Fund, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

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

Explanation of Responses:

1. Christopher Lyle is a Director and President of SCGE GenPar, Ltd. ("SCGE GenPar"). SCGE GenPar is the sole general partner of each of (i) SCGE (LTGP), L.P. ("SCGE LTGP"), which is the sole general partner of SCGE Fund, L.P. ("SCGE Fund"), and (ii) SCGE Management, L.P., a registered investment advisor under the Investment Company Act of 1940, as amended, which acts as investment adviser to SCGE Fund (collectively, the "SCGE Entities"). Mr. Lyle is the sole person with voting and investment power on behalf of the SCGE Entities. By virtue of these relationships, each of the SCGE Entities and Mr. Lyle may be deemed to share beneficial ownership of the shares held by SCGE Fund. (Continued in Footnote 2)

2. (Continued from Footnote 1) Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or 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.

Remarks:

Each of the Reporting Persons may be deemed to be a member of a 10% owner "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to their beneficial ownership of shares of the Issuer. Exhibit 24 - Power of Attorney

	/s/ Christopher Lyle, Christopher Lyle	07/19/2012
	/s/ Christopher Lyle, Christopher Lyle, a Director of SCGE GenPar	07/19/2012
	/s/ Christopher Lyle, Christopher Lyle, a Director of SCGE GenPar, the General Partner of SCGE LTGP	07/19/2012
	/s/ Christopher Lyle, Christopher Lyle, a Director of SCGE GenPar, the General Partner of SCGE LTGP, the General Partner of SCGE Fund	07/19/2012
	/s/ Christopher Lyle, Christopher Lyle, a Director of SCGE GenPar, the General Partner of SCGE Management	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.
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                                                                      Exhibit 24

                            LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(A) FILINGS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Ralph Ho and 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 SCGE
          GenPar, Ltd. 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.

     IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 19th day of July, 2012.

By: /s/ Christopher Lyle
    --------------------
    Christopher Lyle