Palo Alto Networks Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:31

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Klarich Lee
2. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [PANW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Product Officer
(Last) (First) (Middle)
C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(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)
Code V Amount (A) or (D) Price
Common Stock 11/04/2024 M 60,000 A $64.5033 242,928 D
Common Stock 11/04/2024 S(1) 4,106 D $357(2) 238,822 D
Common Stock 11/04/2024 S(1) 2,536 D $357.992(3) 236,286 D
Common Stock 11/04/2024 S(1) 7,721 D $358.966(4) 228,565 D
Common Stock 11/04/2024 S(1) 8,000 D $359.967(5) 220,565 D
Common Stock 11/04/2024 S(1) 13,116 D $361.048(6) 207,449 D
Common Stock 11/04/2024 S(1) 20,403 D $361.915(7) 187,046 D
Common Stock 11/04/2024 S(1) 3,722 D $362.82(8) 183,324 D
Common Stock 11/04/2024 S(1) 396 D $363.561(9) 182,928 D
Common Stock 370,000 I See footnote(11)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $64.5033 11/04/2024 M 60,000 (10) 10/19/2025 Common Stock 60,000 $ 0 672,079 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Klarich Lee
C/O PALO ALTO NETWORKS INC.
3000 TANNERY WAY
SANTA CLARA, CA 95054 		EVP, Chief Product Officer

Signatures

/s/ Elizabeth Villalobos, Attorney-in-Fact for Lee Klarich 11/05/2024
**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) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2023.
(2) This sale price represents the weighted average sale price of the shares sold ranging from $356.465 to $357.425 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.
(3) This sale price represents the weighted average sale price of the shares sold ranging from $357.47 to $358.465 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.
(4) This sale price represents the weighted average sale price of the shares sold ranging from $358.47 to $359.44 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 $359.475 to $360.46 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 $360.48 to $361.47 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 $361.48 to $362.455 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 $362.50 to $363.36 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.
(9) This sale price represents the weighted average sale price of the shares sold ranging from $363.535 to $363.585 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) The shares subject to the option are fully vested and exercisable.
(11) Shares are held by the Klarich 2005 Trust, for which the Reporting Person and his spouse serve as trustees.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.