Sec Form 4 Filing - Klarich Lee @ Palo Alto Networks Inc - 2020-10-20

Insider filing report for Changes in Beneficial Ownership
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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
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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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 (MM/DD/YY)
10/20/2020
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/20/2020 A 40,510 ( 1 ) A $ 0 325,163 ( 2 ) D
Common Stock 10/20/2020 F( 3 ) 7,257 D $ 239.28 317,906 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
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, CA95054
EVP, Chief Product Officer
Signatures
/s/ Rebecca Chavez, Attorney-in-Fact for Lee Klarich 10/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share is represented by a performance-based restricted stock unit ("PSU"). The number of shares reported is at the target award amount. The actual award earned shall be determined upon certification by the Issuer's Compensation Committee. If earned, the eligible PSUs from each performance period will vest as follows; Twenty-five percent (25%) of the shares shall vest on October 20, 2021; twenty-five percent (25%) of the shares shall vest in equal quarterly increments during year two; twenty-five percent (25%) of the shares shall vest in equal quarterly increments during year three; and twenty-five percent (25%) of the shares shall vest in equal quarterly increments during year four, subject to the Reporting Person continuing to be a Service Provider through each vesting date.
( 2 )Reflects the forfeiture of previously reported performance stock units granted to the Reporting Person that were eligible to vest based on the certified achievement of certain performance objectives.
( 3 )This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock awards, performance-based restricted stock awards, restricted stock units, and performance-based restricted stock units.

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 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).

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