Edgar Filing: Palo Alto Networks Inc

Ownership Submission

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, 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 ^*

Â Greylock XI GP Limited Partnership

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]

(Last)

(First)

(Middle)

2550 SAND HILL ROAD

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

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 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	96,909	I	See footnote ⁽¹⁾
Common Stock	2,700	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	211,458	$ ⁽³⁾	I	See footnote ⁽¹⁾
Series A-1 Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	5,892	$ ⁽³⁾	I	See footnote ⁽²⁾
Series A-2 Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	7,668,692	$ ⁽³⁾	I	See footnote ⁽¹⁾
Series A-2 Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	213,642	$ ⁽³⁾	I	See footnote ⁽²⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,089,081	$ ⁽³⁾	I	See footnote ⁽¹⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	58,200	$ ⁽³⁾	I	See footnote ⁽²⁾
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,005,636	$ ⁽³⁾	I	See footnote ⁽¹⁾
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	55,875	$ ⁽³⁾	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Greylock XI GP Limited Partnership 2550 SAND HILL ROAD MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Sonia Sexton, as Attorney-in-Fact for Greylock XI GP Partnership both in its individual capacity and in its capacity as the General partner of Greylock XI Limited Partnership		07/19/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held directly by Greylock XI Limited Partnership ("GL XI LP"). GL XI GP, the general partner of GL XI LP, has sole voting and dispositive power with respect to the securities held by GL XI LP. Each of these entities disclaims beneficial ownership of the securities held by GL XI LP except to the extent of any pecuniary interest therein.
(2)	Shares held directly by Greylock XI-A Limited Partnership ("GL XI-A LP"). GL XI GP, the general partner of GL XI-A LP, has sole voting and dispositive power with respect to the securities held by GL XI-A LP. Each of these entities disclaims beneficial ownership of the securities held by GL XI-A LP except to the extent of any pecuniary interest therein.
(3)	Each share of Series A-1 Preferred Stock, 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.

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