Edgar Filing: Palo Alto Networks Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WARMENHOVEN DANIEL J

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

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

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

(Last)

(First)

(Middle)

C/O PALO ALTO NETWORKS INC., 4401 GREAT AMERICA PKWY

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2015

(Street)

SANTA CLARA, CA 95054

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/22/2015		M		5,000 ⁽¹⁾	A	$ 15.5	17,719	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		600	D	$ 178.3 ⁽⁴⁾	17,119	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		1,140	D	$ 179.429 ⁽⁵⁾	15,979	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		600	D	$ 180.682 ⁽⁶⁾	15,379	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		600	D	$ 181.8 ⁽⁷⁾	14,779	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		1,333	D	$ 183.098 ⁽⁸⁾	13,446	I	See footnote ⁽²⁾
Common Stock	09/22/2015		S⁽³⁾		727	D	$ 183.726 ⁽⁹⁾	12,719	I	See footnote ⁽²⁾
Common Stock	09/22/2015		J⁽¹⁰⁾		640	A	⁽¹⁰⁾	13,359	I	See footnote ⁽²⁾
Common Stock								4,766	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 15.5

09/22/2015

5,000

⁽¹¹⁾

03/05/2022

Common Stock

5,000

$ 0

29,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WARMENHOVEN DANIEL J C/O PALO ALTO NETWORKS INC. 4401 GREAT AMERICA PKWY SANTA CLARA, CA 95054	X

Signatures

/s/ Jeff True, Attorney in-Fact for Daniel J. Warmenhoven		09/24/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Exercised shares issued to trust.
(2)	Shares held directly by The Warmenhoven 1987 Revocable Trust U/T/D 12/16/1987 for which the Reporting Person serves as trustee.
(3)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
(4)	This sale price represents the weighted average sale price of the shares sold ranging from $177.90 to $178.72 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(5)	This sale price represents the weighted average sale price of the shares sold ranging from $179.19 to $179.89 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(6)	This sale price represents the weighted average sale price of the shares sold ranging from $180.40 to $181.06 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(7)	This sale price represents the weighted average sale price of the shares sold ranging from $181.45 to $182.36 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(8)	This sale price represents the weighted average sale price of the shares sold ranging from $182.55 to $183.532 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(9)	This sale price represents the weighted average sale price of the shares sold ranging from $183.55 to $184.23 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(10)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Sequoia Technology Partners XI, LP without consideration to its limited partners and general partners.
(11)	One-fourth (1/4) of the shares subject to the option vested on March 6, 2013 and one forty-eighth (1/48) of the shares vest monthly thereafter

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