Edgar Filing: Chandna Asheem

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 Chandna Asheem

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)

C/O PALO ALTO NETWORKS INC.,Â 3300 OLCOTT STREET

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

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

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

(Street)

SANTA CLARA,Â CAÂ 95954

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	2,465	I	See footnote ⁽¹⁾
Common Stock	11,068	I	See footnote ⁽²⁾
Common Stock	96,909	I	See footnote ⁽³⁾
Common Stock	2,700	I	See footnote ⁽⁴⁾

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 ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	24,150	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series A-1 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	211,458	$ ⁽⁵⁾	I	See footnote ⁽³⁾
Series A-1 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	5,892	$ ⁽⁵⁾	I	See footnote ⁽⁴⁾
Series A-2 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	200,000	$ ⁽⁵⁾	I	See footnote ⁽¹⁾
Series A-2 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	875,816	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series A-2 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	7,668,692	$ ⁽⁵⁾	I	See footnote ⁽³⁾
Series A-2 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	231,642	$ ⁽⁵⁾	I	See footnote ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	53,571	$ ⁽⁵⁾	I	See footnote ⁽¹⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	238,587	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,089,081	$ ⁽⁵⁾	I	See footnote ⁽³⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	58,200	$ ⁽⁵⁾	I	See footnote ⁽⁴⁾
Series C Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	51,014	$ ⁽⁵⁾	I	See footnote ⁽¹⁾
Series C Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	229,057	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series C Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,005,636	$ ⁽⁵⁾	I	See footnote ⁽³⁾
Series C Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	55,875	$ ⁽⁵⁾	I	See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chandna Asheem C/O PALO ALTO NETWORKS INC. 3300 OLCOTT STREET SANTA CLARA,Â CAÂ 95954	Â X	Â	Â	Â

Signatures

/s/ Jeff True, Attorney-in-Fact for Asheem Chandna		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)	The reported securities are held of record by the Chandna Family Revocable Trust DTD 4/13/98 for which the Reporting Person serves as a trustee.
(2)	The reported securities are held of record by Greylock XI Principals LLC ("GL XI "). William W. Helman and Aneel Bhursi are partners of GL XI and are the managing members of Greylock XI GP Limited Partnership ("GL XI GP"), which has sole voting and dispositive power with respect to the securities held by GL XI. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The reported securities are held of record 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. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	The reported securities are held of record 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. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	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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